Table of Contents

As filed with the Securities and Exchange Commissionon July 18, 2024

Registration No. 333- __________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIESACT OF 1933

Tyrone Inc.

(Exact Name of Registrant as Specified in Its Charter)

Not Applicable

(Translation of Registrant’s name into English)

133-28 41^st Ave, Suite#4A

Flushing, NY 11355

(Address, including zip code, and telephonenumber, including area code, of Registrant’s principal executive offices)

Robert Brantl, Esq.

181 Dante Avenue, Tuckahoe, NY 10707-3042

(917) 513-5701

(Name, address, includingzip code, and telephone number, including area code, of agent for service)

Copy to:

Robert Brantl, Esq.

181 Dante Avenue

Tuckahoe, NY 10707-3042

(917) 513-5701

Approximate date of commencementof proposed sale to the public:

As soon as practicable after this registrationstatement becomes effective.

If any of the securities being registered on thisform are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the followingbox. ☒

If this form is filed to register additional securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant isan emerging growth company as defined in Rule 405 of the Securities Act of 1933. ☒

If an emerging growth company that prepares itsfinancial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the SecuritiesAct. ☐

The registrant hereby amends this registrationstatement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION DATED JULY 18, 2024

PRELIMINARY PROSPECTUS

TYRONEINC.

MAXIMUM OFFERING: 1,500,000 ORDINARY SHARES(U.S. $6,000,000)

MINIMUM OFFERING: 250,000 ORDINARY SHARES (U.S.$1,000,000)

OFFERING PRICE $4.00 PER SHARE

Tyrone Inc. (“Tyrone”) is a blank check company incorporatedin the British Virgin Islands as a business company and formed for the purpose of acquiring, engaging in a share exchange, share reconstructionand amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engagingin any other similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as ourinitial business combination. Although we are not limited to a particular industry or geographic region for purposes of consummating aninitial business combination, we intend to focus on businesses in the technology sector that have their primary operations located inthe United States of America.

This is an initial public offering of our securities. Each share thatwe are offering has a fixed offering price of $4.00 for the duration of the offering.  None of the current security holders is registeringtheir shares for sale in this registration statement.  Management has not made a decision to seek quotation of our ordinary shareson OTC Markets or any other platform and there is no guarantee that a quotation will be sought. There is presently no public market forour ordinary shares.

Upon each closing of sales pursuant to this prospectus, the full $4.00per ordinary share sold to the public in this offering will be deposited into a United States-based trust account at _______________________________with _____________________________________ acting as trustee. These funds will not be released to us unless we consummatean initial business combination. If we are unable to consummate a business combination within 18 months from the date of this prospectus,we will redeem 100% of the public shares using the funds in the trust account. If we do consummate an initial business combination, wewill provide our public shareholders with the opportunity to redeem their ordinary shares upon the consummation of our initial businesscombination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest(net of taxes payable), divided by the number of then outstanding ordinary shares that were sold in this offering, which we refer to asour “public shares.”

The two holders of our founder shares have committed to make capitalcontributions to Tyrone up to an aggregate of $600,000, as needed, for the purpose of paying the expenses incurred by Tyrone prior toclosing of our initial business combination.

We are an “emerging growth company” as defined in theJumpstart Our Business Startups Act of 2012 and will therefore be subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. See“Risk Factors” beginning on page 12 for a discussion of information that should be considered in connection with an investmentin our securities.

Neither the SEC nor any state securities commission has approvedor disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense.

This prospectus does not constitute, and there will not be, an offeringof securities to the public in the British Virgin Islands.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIESCOMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATIONTO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is ____, 2024

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statementon Form F-1 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registrationprocess. Under this shelf registration process, Tyrone may, from time to time, sell the shares offered in this prospectus.

We have not authorized anyone to provide any informationor to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalfof us or to which we have referred you. We take no responsibility for, nor can we provide assurance as to the reliability of, any informationthat others may give you. We will not make an offer to sell these shares in any jurisdiction where the offer or sale is not permitted.The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless ofits time of delivery or any sale of our ordinary shares. Our business, financial condition, results of operations and prospects may havechanged since that date.

For investors outside the United States: We havenot done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we mayprovide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the UnitedStates. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution ofthis prospectus and any such free writing prospectus outside the United States.

TABLE OF CONTENTS

PROSPECTUS SUMMARY

Identifiers

As used in this prospectus, the following termshave the following meanings:

“BVI” refers to the BritishVirgin Islands;

“Companies Act or BVI Act” and “InsolvencyAct” refers to the BVI Business Companies Act (Revised) and the Insolvency Act (Revised) respectively, in each case as amended;

“Exchange Act” refers to the SecuritiesExchange Act of 1934 adopted in the U.S. and as amended;

“Founders” and“Initial shareholders”each refers to Pu Yang and Wen Si;

“Founder shares” refers to the10 million ordinary shares held by the initial shareholders;

“PRC” refers to the People’sRepublic of China;

“Public shares” refers to theordinary shares that are sold in this offering;

“SEC” refers to the U.S. Securitiesand Exchange Commission;

“U.S.” refers to the UnitedStates of America.

Corporate Information

Tyrone was organized by our Founders in the BritishVirgin Islands as a BVI Business Company on September 22, 2023.

Our executive officesare located at 133-28 41^st Avenue, Suite #4A, Flushing, New York, U.S.A. Our telephone number in the U.S. is929-689-9750.

Our Business Plan

We are a blank check company incorporated in theBritish Virgin Islands as a business company with limited liability (meaning that our shareholders have no liability, as members of ourcompany, for the liabilities of our company over and above the amount already paid for their shares) and formed for the purpose of acquiring,engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, enteringinto contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities, whichwe refer to throughout this prospectus as our initial business combination. We have not identified any acquisition target and we havenot, nor has anyone on our behalf, initiated any discussions, directly or indirectly, to identify any acquisition target. From the dateof our formation through the date of this prospectus, there have been no communications or discussions between any of our officers ordirectors and any of their contacts or relationships regarding a potential initial business combination with our company. Additionally,we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conductany research or take any measures, directly or indirectly, to locate or contact a target business.

Business Strategy

Our efforts in identifying prospective target businesseswill be focused on the technology sector in the U.S., although we will consider a U.S. company with a non-technology focus that presentscompelling prospects for future growth. We believe that we will add value to these businesses primarily by providing them with accessto international capital markets as well as by contributing the experience of our management team to the existing personnel managing thetarget company.

We will seek to capitalize on the strength of ourmanagement team. Our team consists of experienced financial services professionals and senior operating executives of companies in thePRC. Collectively, our officers and directors have decades of experience in mergers and acquisitions, and in business operations. We believewe will benefit from their experience, particularly their backgrounds in business analysis, in identifying attractive acquisition opportunities.However, there is no assurance that we will complete a business combination. Our officers and directors have no prior experience consummatinga business combination for a “blank check” company.

Investment Criteria

Our management team intends to focus on creatingshareholder value by leveraging its experience in the management, operation and financing of businesses to improve the efficiency of operationswhile implementing strategies to scale revenue organically and/or through acquisitions. We have identified the following general criteriaand guidelines, which we believe are important in evaluating prospective target businesses. While we intend to use these criteria andguidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification for doingso.

These criteria are not intended to be exhaustive.Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these generalguidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decideto enter into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclosethat the target business does not meet the above criteria in our shareholder communications related to our initial business combination,which, as discussed in this prospectus, would be in the form of an amendment to this prospectus describing the target business and ourreasons for making the acquisition. In evaluating a prospective target business, we expect to conduct a due diligence review which mayencompass, among other things, meetings with incumbent ownership, management and employees, document reviews, interviews of customersand suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us.

Sourcing of Potential Initial Business CombinationTargets

Our management team has developed a broad networkof contacts and corporate relationships. We believe that the network of contacts and relationships of our management team and our sponsorwill provide us with an important source of business combination opportunities. In addition, we anticipate that target business candidateswill be brought to our attention from various unaffiliated sources, including investment banking firms, private equity firms, consultants,accounting firms and business enterprises. We are not prohibited from pursuing an initial business combination with a company that isaffiliated with our officers or directors, or completing the business combination through a joint venture or other form of shared ownershipwith our officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated withour officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent accounting firm, valuationfirm, or independent investment banking firm that our initial business combination is fair to our company from a financial point of view.We are not required to obtain such an opinion in any other context.

As more fully discussed in “Management — Conflictsof Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the lineof business of any entity to which he or she has then-existing fiduciary or contractual obligations, he or she may be required to presentsuch business combination opportunity to such entity prior to presenting such business combination opportunity to us.

Initial Business Combination

We will have until 18 months from the date of thisprospectus to consummate our initial business combination. If we are unable to consummate our initial business combination prior to the18 month deadline, we will, as promptly as reasonably possible but not more than five business days thereafter, redeem the public sharesfor a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subjectto the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligationsunder British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law.

SEC Rule 419 requires that our initial businesscombination must occur with one or more target businesses that together have an aggregate fair value equal to at least 80% of the proceedsraised in this offering at the time of the agreement to enter into the initial business combination. If our board is not able to independentlydetermine the fair value of the target business or businesses, we will obtain a fairness opinion from an independent investment bankingfirm, an independent valuation firm, or an independent accounting firm with respect to the satisfaction of such criteria.

We may structure our initial business combinationsuch that the post-transaction company owns or acquires less than substantially all of such interests or assets of the target businessin order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete suchbusiness combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target orotherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company underthe Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns oracquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectivelyown a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combinationtransaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of theoutstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a resultof the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could ownless than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interestsor assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businessesthat is owned or acquired is what will be valued for purposes of the 80% of offering proceeds test. If the initial business combinationinvolves more than one target business, the 80% of offering proceeds test will be based on the aggregate value of all of the target businesseseven if the acquisitions of the target businesses are not closed simultaneously. Although we have no commitments as of the date of thisprospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debtto complete our initial business combination. Furthermore, we may issue a substantial number of additional ordinary or preferred sharesto complete our initial business combination or under an employee incentive plan upon or after consummation of our initial business combination.

Rule 419 Requirements  

SEC Rule 419 defines a blank-check company as (i)a development stage company, that is (ii) offering penny stock, as defined by Rule 3a51-1, and (iii) that has no specific business planor purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies.Tyrone is a development stage company that is offering ordinary shares classified as “penny stock” by Rule 3a51-1 and ourbusiness plan is to acquire an unidentified business; accordingly, this offering must comply with Rule 419. The following summarizes theprovisions of Rule 419 relevant to our offering.

Liquidationif no business combination

Risk Factors

An investment in Tyrone’s ordinary sharesis speculative and involves substantial risks. You should read the “Risk Factors” section of this prospectus beginning onpage 12 for a discussion of certain factors to consider carefully before deciding to invest in our Ordinary Shares. A summary of certainsignificant risk factors follows.

These and other risks that may cause your investmentin Tyrone to fail are discussed in detail in the section of this prospectus titled “Risk Factors” at page 12.

Foreign Private Issuer Status

We are a foreign private issuer within the meaningof the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certainprovisions applicable to United States domestic public companies. For example:

Emerging Growth Company Status

We are an “emerging growth company,”as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and we are eligible to take advantage of certain exemptionsfrom various reporting and financial disclosure requirements that are applicable to other public companies that are not emerging growthcompanies, including, but not limited to, (1) presenting only two years of audited financial statements and only two years of relatedmanagement’s discussion and analysis of financial condition and results of operations in this prospectus, (2) not being requiredto comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, (3) reduced disclosure obligationsregarding executive compensation in our periodic reports and proxy statements, and (4) exemptions from the requirements of holding a non-bindingadvisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend totake advantage of these exemptions. As a result, investors may find investing in our ordinary shares less attractive.

In addition, Section 107 of the JOBS Act also providesthat an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the SecuritiesAct of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. As a result, an emerginggrowth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We could remain an emerging growth company forup to five years, or until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion,(2) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occurif the market value of our Ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our mostrecently completed second fiscal quarter and we have been publicly reporting for at least 12 months, or (3) the date on which we haveissued more than $1 billion in non-convertible debt during the preceding three-year period.

Selected Condensed Consolidated Financial Schedule of Tyrone

The following tables present selected condensedconsolidated financial data of Tyrone for the period commencing on September 22, 2023 (the date of organization) and ending on March 31,2024 and balance sheet data as of March 31, 2024, which have been derived from our audited consolidated financial statements for thatperiod.

SELECTED CONDENSED STATEMENT OF OPERATIONS

SELECTED CONDENSED BALANCESHEET

SELECTED CONDENSED STATEMENTOF CASH FLOWS

THE OFFERING

DILUTION

“Dilution” is a measure of the lossof value that investors incur when they invest in a corporation. The dilution that investors in this Offering will incur is measured bythe difference between the offering price per Ordinary Share in this Offering and the as adjusted net tangible book value per share afterthis Offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assetsless total liabilities, by the total fully-diluted number of outstanding shares of common stock. Because there are no securities convertibleinto Ordinary Shares or other rights to acquire Ordinary Shares outstanding, the fully-diluted number of Tyrone shares is equal to thenumber of Ordinary Shares outstanding.

The following table shows the effect of the saleof Ordinary Shares under two scenarios for the total Offering.

USE OF PROCEEDS

The gross proceeds of this Offering will be noless than $1,000,000 (if the Minimum Offering is sold) and no more than $6,000,000 (if the entire Offering is sold).

The entirety of the gross proceeds of this Offeringwill be placed in a trust account in the United States at ________________________ maintained by _____________________________________,and will be invested only in (a) an obligation that constitutes a “deposit” as defined in the Federal Deposit Insurance Act,(b) a money market fund that meets the conditions set forth in paragraph (d) of Rule 2a-7 under the U.S. Investment Company Act, or (c)securities that are direct obligations of the United States or are guaranteed by the United States. Except for all interest income thatmay be released to us to pay taxes, none of the funds held in the trust account will be released from the trust account until the earlierof: (1) the completion of our initial business combination within the required time period, (2) the redemption of any public shares properlytendered in connection with a shareholder vote on our initial business combination, or (3) upon the expiration of 18 months from the dateof this prospectus, if an initial business combination has not been completed.

The net proceeds held in the trust account maybe used as consideration to pay the sellers of a target business with which we ultimately complete our initial business combination. Ifour initial business combination is paid for using shares or debt securities, or not all of the funds released from the trust accountare used for payment of the purchase price in connection with our business combination, we may apply the cash released from the trustaccount that is not applied to the purchase price for general corporate purposes, including for maintenance or expansion of operationsof acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating the initial business combination,to fund the purchase of other companies or for working capital.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statementsand information relating to our business that are based on our beliefs as well as assumptions made by us or based upon information currentlyavailable to us. These statements reflect our current views and assumptions with respect to future events and are subject to risks anduncertainties. Forward-looking statements are often identified by words such as: “believe,” “expect,” “estimate,”“anticipate,” “intend,” “project” and similar expressions or words which, by their nature, refer tofuture events. In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,”“should,” “plans,” “predicts,” “potential” or “continue” or the negative ofthese terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertaintiesand other factors, including the risks in the section entitled Risk Factors beginning on page 12, that may cause Tyrone’s actualresults, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performanceor achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operation section beginning on page 24, and the section entitled “Businessof Tyrone” beginning on page __, and as well as those discussed elsewhere in this prospectus.

These forward-looking statements speak onlyas of the date of this prospectus. Although we believe that the expectations reflected in the forward-looking statements are reasonable,we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including the securitieslaws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of any of the forward-lookingstatements to reflect any change in our expectations with regard thereto or to conform these statements to actual results.

DETERMINATION OF THE OFFERING PRICE

Since our Ordinary Shares are not listed or quotedon any exchange or quotation system, the offering price of our Ordinary Shares in this prospectus was arbitrarily determined. The offeringprice of our Ordinary Shares does not bear any rational relationship to our book value, assets, past operating results, financial conditionor any other established criteria of value. The facts considered in determining the offering price were Management’s estimationof the relative values of business experience and cash to the sourcing, acquisition and operation of Tyrone’s initial business combination.

DIVIDEND POLICY

We have not declared or paid any cash dividendson our Ordinary Shares since our inception. Our Board of Directors currently intends to retain all earnings for use in Tyrone’sbusiness for the foreseeable future. Any future payment of dividends will depend upon the results of operations of the business or businessesthat we acquire, our financial condition, cash requirements and other factors deemed relevant by our board of directors.

Subject to the BVI Act and our memorandum and articlesof association, our board of directors may, by resolution of directors, authorize and declare a dividend to shareholders at such timeand of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the valueof our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further BVI statutory restrictionon the amount of funds which may be distributed by us by dividend.

MARKET FOR OUR ORDINARY SHARES

There is no established publicmarket for our Ordinary Shares. Tyrone’s Board of Directors has not made a decision as to when or whether it will apply to listour Ordinary Shares on a trading platform.

RISK FACTORS

An investment in Tyrone Ordinary Shares involvesa high degree of risk. You should carefully consider the following risk factors and other information in this prospectus before decidingto invest in theOrdinary Shares. If any of the following risks actually occur, the Company business, financial condition, results of operationsand prospects for growth could be seriously harmed. As a result, the trading price of the Tyrone Ordinary Shares, if any, could declineand you could lose all or part of your investment.

Risks Related to our Business Plan

We are a blank check company with no operatinghistory and no revenues. So you have no basis on which to evaluate our ability to achieve our business objective.

We are a blank check company with no operatingresults, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, youhave no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination withone or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning our initialbusiness combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination,we will never generate any operating revenues.

Our independent registered public accountingfirm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “goingconcern.”

As of March 31, 2024, we had $1,000 in cash anda working capital deficiency of $6,000. Further, we have incurred and expect to continue to incur significant costs in pursuit of ouracquisition plans. Management’s plans to address this need for capital through this offering are discussed in the section of thisprospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plansto raise capital and to consummate our initial business combination may not be successful. These factors, among others, raise substantialdoubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not includeany adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern.

The requirement that we complete our initialbusiness combination within 18 months from the date of this prospectus may give potential target businesses leverage over us in negotiatingour initial business combination and may limit the amount of time we have to conduct due diligence on potential business combination targetsas we approach our dissolution deadline, which could undermine our ability to consummate our initial business combination on terms thatwould produce value for our shareholders.

Any potential target business with which we enterinto negotiations concerning our initial business combination will be aware that we must consummate our initial business combination within18 months from the date of this prospectus. Consequently, such target businesses may obtain leverage over us in negotiating our initialbusiness combination, knowing that if we do not complete our initial business combination with that particular target business, we maybe unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframedescribed above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination onterms that we would have rejected upon a more comprehensive investigation.

We may not be able to consummate our initialbusiness combination within the required time period, in which case we would cease all operations except for the purpose of winding upand we would redeem our public shares and liquidate.

SEC Rule 419 mandates that we must complete ourinitial business combination within 18 months from the date of this prospectus. We may not be able to find a suitable target businessand consummate our initial business combination within such time period. Our ability to complete our initial business combination maybe negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.If we are unable to consummate our initial business combination within the require time period, we will, as promptly as reasonably possiblebut not more than five business days thereafter, distribute the aggregate amount then on deposit in the trust account, pro rata to ourpublic shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further describedherein.

We may only be able to complete one businesscombination with the proceeds of this offering, which will cause us to be solely dependent on a single business, which may have a limitednumber of products or services. This lack of diversification may negatively impact our operations and profitability.

The net proceeds from this offering will provideus with a minimum of $1,000,000 and a maximum of $6,000,000 that we may use to complete our initial business combination. We may effectuateour initial business combination with a single target business or multiple target businesses simultaneously. However, we may not be ableto effectuate our initial business combination with more than one target business because of various factors, the primary factor beingour relative lack of available cash. By consummating our initial business combination with only a single entity, our lack of diversificationmay subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefitfrom the possible spreading of risks or offsetting of losses, unlike other entities, which may have the resources to complete severalbusiness combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success maybe:

This lack of diversification may subject us toeconomic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry inwhich we may operate subsequent to our initial business combination.

We are not required to obtain an opinionfrom an independent investment banking firm, an independent valuation firm, or an independent accounting firm and, consequently, an independentsource may not confirm that the price we are paying for our initial business is fair to our shareholders.

Unless we consummate our initial business combinationwith an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or an independent accountingfirm that the price we are paying is fair to our shareholders. If no opinion is obtained, our shareholders will be relying on the judgmentof our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Ourboard of directors will have significant discretion in choosing the standard used to establish the fair market value of the target acquisition.Such standards used will be disclosed in the post-effective amendment to our SEC registration statement related to our initial businesscombination.

We may issue additional ordinary or preferredshares to complete our initial business combination or under an employee incentive plan upon or after consummation of our initial businesscombination, which would dilute the interest of our shareholders and likely present other risks.

Our memorandum and articles of association authorizethe Board of Directors to amend the memorandum and articles to authorize the issuance of an unlimited amount of both ordinary shares andpreferred shares. We may issue a substantial number of additional ordinary or preferred shares to complete our initial business combinationor under an employee incentive plan upon or after consummation of our initial business combination.

Although no such issuance of ordinary or preferredshares will affect the per share amount available for redemption from the trust account, the issuance of additional ordinary or preferredshares:

We may qualify as a passive foreign investmentcompany, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.

If we are determined to be a PFIC for any taxableyear (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned“Taxation — United States Federal Income Taxation — General”) of our ordinary shares, theU.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Ouractual PFIC status for our current taxable year ending ______________, 2024 may depend on whether we qualify for the PFIC start-up exception(see the section of this prospectus captioned “Taxation — United States Federal Income Taxation — U.S. Holders — Passive Foreign Investment Company Rules”). Depending on the particular circumstances the applicationof the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year ending _____________, 2024 orany future taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxableyear. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder such information as the InternalRevenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S. Holder tomake and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such requiredinformation.

We urge U.S. investors to consult their own taxadvisors regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classificationto U.S. Holders, see the section of this prospectus captioned “Taxation — United States Federal Income Taxation — U.S.Holders — Passive Foreign Investment Company Rules.”

We may be unable to obtain additional financingto complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructureor abandon a particular business combination.

Although we believe that the net proceeds of thisoffering will be sufficient to allow us to consummate our initial business combination, because we have not yet identified any prospectivetarget business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering proveto be insufficient, either because of the size of our initial business combination, the obligation to repurchase for cash a significantnumber of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiatedtransactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing orto abandon the proposed business combination. Financing may not be available on acceptable terms, if at all. To the extent that additionalfinancing proves to be unavailable when needed to consummate our initial business combination, we would be compelled to either restructurethe transaction or abandon that particular initial business combination and seek an alternative target business candidate. In addition,even if we do not need additional financing to consummate our initial business combination, we may require such financing to fund theoperations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continueddevelopment or growth of the target business. None of our officers, directors or shareholders is required to provide any financing tous in connection with or after our initial business combination.

There is currently no market for our securitiesand a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

There is currently no market for our Ordinary Shares.Nor has the Board of Directors made a decision to apply to list our Ordinary Shares on a trading platform. Unless and until the OrdinaryShares become listed on a trading platform and a sustained market for the shares develops, you will have no or limited opportunities tosell your Ordinary Shares.

Risks Related to Our Organization in the BritishVirgin Islands

You may face difficulties in protecting yourinterests, and your ability to protect your rights through the U.S. federal courts may be limited, because we are incorporated under BritishVirgin Islands law.

We are a business company incorporated under thelaws of the British Virgin Islands. As a result, it may be difficult for investors to enforce judgments obtained in the United Statescourts against our directors or officers.

Our corporate affairs will be governed by our memorandumand articles of association, the Companies Act and the common law of the British Virgin Islands. The rights of shareholders to take actionagainst the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under British VirginIslands law are governed by the Companies Act and the common law of the British Virgin Islands. The common law of the British Virgin Islandsis derived from English common law, and while the decisions of the English courts are of persuasive authority, they are not binding ona court in the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under BritishVirgin Islands law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in theUnited States. In particular, the British Virgin Islands has a less developed body of securities laws as compared to the United States,and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, while statutoryprovisions do exist in British Virgin Islands law for derivative actions to be brought in certain circumstances, shareholders in BVI companiesmay not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in whichany such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in therights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States. Accordingly,shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred.

The British Virgin Islands Courts are also unlikely:

There is no statutory recognition in the BritishVirgin Islands of judgments obtained in the United States, although the courts of the British Virgin Islands will in certain circumstancesrecognize and enforce the non-penal judgement of a foreign court of competent jurisdiction without retrial on the merits. The CompaniesAct offers some limited protection of minority shareholders. The principal protection under statutory law is that shareholders may applyto the BVI court for an order directing the company or its director(s) to comply with, or restraining the company or a director from engagingin conduct that contravenes, the Companies Act. Under the Companies Act, the minority shareholders have a statutory right to bring a derivativeaction in the name of and on behalf of the company in circumstances where a company has a cause of action against its directors. Thisremedy is available at the discretion of the BVI court. A shareholder may also bring an action against the company for breach of dutyowed to him as a shareholder. A shareholder who considers that the affairs of the company have been, are being or likely to be, conductedin a manner that is, or any act or acts of the company have been, or are, likely to be oppressive, unfairly discriminatory, or unfairlyprejudicial to him in that capacity, may apply to the BVI court for an order to remedy the situation.

There are common law rights for the protectionof shareholders that may be invoked, largely dependent on English common law. Under the general rule pursuant to English common law knownas the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minorityof its shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the board of directors.However, every shareholder is entitled to have the affairs of the company conducted properly according to BVI law and the constitutionaldocuments of the company. As such, if those who control the company have persistently disregarded the requirements of the BVI law andthe constitutional documents of the company, then the courts may grant relief. Generally, the areas in which the courts will interveneare the following: (1) an act complained of which is outside the scope of the authorized business or is illegal or not capable of ratificationby the majority; (2) acts that constitute fraud on the minority where the wrongdoers control the company; (3) acts that infringe or areabout to infringe on the personal rights of the shareholders, such as the right to vote; and (4) where the company has not complied withprovisions requiring approval of a special or extraordinary majority of shareholders. This means that even if shareholders were to sueus successfully, they may not be able to recover anything to make up for the losses suffered.

Under the laws of the BVI, the rights of minorityshareholders are protected by provisions of the Companies Act dealing with shareholder remedies and other remedies available under commonlaw (in tort or contractual remedies). The principal protection under statutory law is that shareholders may bring an action to enforcethe constitutional documents of the company (i.e. the memorandum and articles of association) as shareholders are entitled to have theaffairs of the company conducted in accordance with the Companies Act and the memorandum and articles of association of the company.A shareholder may also bring an action under statute if he feels that the affairs of the company have been or will be carried out ina manner that is unfairly prejudicial or discriminating or oppressive to him. The Companies Act also provides for certain other protectionsfor minority shareholders, including in respect of investigation of the company and inspection of the company books and records. Thereare also common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since thecommon law of the BVI for business companies is limited.

As a result of all of the above, public shareholdersmay have more difficulty in protecting their interests in the face of actions taken by our board of directors, management or controllingshareholders than they would as public shareholders of a U.S. company. For a discussion of certain differences between the provisionsof the Companies Act, remedies available to shareholders and the laws applicable to companies incorporated in the United States and theirshareholders, see “British Virgin Islands Company Considerations.”

Our memorandum and articles of associationpermit the board of directors by resolution to amend our memorandum and articles of association, including to create additional classesof securities, including shares with rights, preferences, designations and limitations as they determine which may have an anti-takeovereffect.

Our memorandum and articles of association permitsthe board of directors by resolution to amend certain provisions of the memorandum and articles of association including to designaterights, preferences, designations and limitations attaching to the preferred shares as they determine in their discretion, without shareholderapproval with respect the terms or the issuance. If issued, the rights, preferences, designations and limitations of the preferred shareswould be set by the board of directors by amendment to relevant provisions of the memorandum and articles of association and could operateto the disadvantage of the outstanding ordinary shares the holders of which would not have any pre-emption rights in respect of such anissue of preferred shares. Such terms could include, among others, preferences as to dividends and distributions on liquidation, or couldbe used to prevent possible corporate takeovers. We may issue some or all of such preferred shares in connection with our initial businesscombination.

If we are deemed to be insolvent, distributions,or part of them, may be delayed while the insolvency liquidator determines the extent of potential creditor claims. In these circumstances,prior payments made by the company may be deemed “voidable transactions.”

If we do not complete our initial business combinationwithin 18 months from the date of this prospectus, we will be required to redeem our public shares from the trust account pursuant toour memorandum and articles of association. However, if at any time we are deemed insolvent for the purposes of the Insolvency Act (i.e.(i) we fail to comply with the requirements of a statutory demand that has not been set aside under section 157 of the Insolvency Act;(ii) execution or other process issued on a judgment, decree or order of a British Virgin Islands Court in favor of a creditor of thecompany is returned wholly or partly unsatisfied; or (iii) either the value of the company’s liabilities exceeds its assets, orthe company is unable to pay its debts as they fall due), we are required to immediately enter insolvent liquidation. In these circumstances,a liquidator will be appointed who will give notice to our creditors inviting them to submit their claims for payment, by notifying knowncreditors (if any) who have not submitted claims and by placing a public advertisement in at least one newspaper published in the BritishVirgin Islands newspaper and in at least one newspaper circulating in the location where the company has its principal place of business,and taking any other steps he considers appropriate, after which our assets would be distributed. Following the process of insolvent liquidation,the liquidator will complete its final report and accounts and will then notify the Registrar of Corporate Affairs in the British VirginIslands (the “Registrar”). The liquidator may determine that he requires additional time to evaluate creditors’ claims(particularly if there is uncertainty over the validity or extent of the claims of any creditors). Also, a creditor or shareholder mayfile a petition with the British Virgin Islands Court which, if successful, may result in our liquidation being subject to the supervisionof that court. Such events might delay distribution of some or all of our assets to our public shareholders. In such liquidation proceedings,the funds held in our trust account may be included in our estate and subject to the claims of third parties with priority over the claimsof our shareholders. To the extent any such claims deplete the trust account we cannot assure you we will be able to return to our publicshareholders the amounts otherwise payable to them.

If we are deemed insolvent, then there are alsolimited circumstances where prior payments made to shareholders or other parties may be deemed to be a “voidable transaction”for the purposes of the Insolvency Act. A voidable transaction would be, for these purposes, payments made as “unfair preferences”or “transactions at an undervalue.” Where a payment was a risk of being a voidable transaction, a liquidator appointed overan insolvent company could apply to the British Virgin Islands Court for an order, inter alia, for the transaction to be set aside asa voidable transaction in whole or in part.

We cannot assure you that a creditor or shareholderwill not file a petition with the British Virgin Islands Court which, if successful, may result in our liquidation being subject to thesupervision of that court. Such events might delay distribution of some or all of our assets to our public shareholders.

If deemed to be insolvent, distributionsmade to public shareholders, or part of them, from our trust account may be subject to claw back in certain circumstances.

If we do not complete our initial business combinationwithin 18 months from the date of this prospectus, and instead distribute the aggregate amount then on deposit in the trust account (netof taxes payable), pro rata to our public shareholders by way of redemption, it will be necessary for our directors to pass a board resolutionapproving the redemption of those ordinary shares and the payment of the proceeds to public shareholders. Such board resolutions are requiredto confirm that we satisfy the solvency test prescribed by the Companies Act (namely that our assets exceed our liabilities; and thatwe are able to pay our debts as they fall due). If, after the redemption proceeds are paid to public shareholders, it transpires thatour financial position at the time was such that it did not satisfy the solvency test, the Companies Act provides a mechanism by whichthose proceeds could be recovered from public shareholders. However, the Companies Act also provides for circumstances where such proceedscould not be subject to claw back, namely where (a) the public shareholders received the proceeds in good faith and without knowledgeof our failure to satisfy the solvency test; (b) a public shareholder altered its position in reliance of the validity of the paymentof the proceeds; or (c) it would be unfair to require repayment of the proceeds in full or at all.

Risks Relating to the Domicile of our ManagementPersonnel in the PRC

Political resistance in the U.S. to ownershipof U.S. technology companies by Chinese nationals may hinder implementation of our business plan.

Tyrone has five members of management, each ofwhom is a resident of Henan Province in the PRC. Our business plan is to acquire ownership interest in one or more businesses whose operationsare primarily located in the United States, with a preference for businesses in the technology sector. For the past several years, therehas been growing concern expressed by the U.S. government over efforts of the Chinese government and Chinese businesses to acquire accessto technology by investing in the U.S. technology sector. Preliminary protective regulations have been adopted, and certain members ofCongress have pushed for increased limitations on Chinese investment in the U.S. technology sector. Increased restrictions may be imposedin the future, particularly if political tensions between China and the U.S. continue to intensify.

Tyrone is organized in the British Virgin Islandsand maintains its primary business location in New York. We do not plan to establish any business location in China. Nevertheless, thefact that Tyrone is majority-owned and managed by residents of the PRC may cause potential acquisition targets to resist our offers. Moreover,if the U.S. government adopts restrictions and/or regulations governing acquisition by Chinese nationals of ownership interests in U.S.technology, these regulations will at least make our efforts to enter the U.S. technology sector more difficult, and may restrict thenature of the technology that Tyrone is able to gain ownership of. If tensions between the U.S. and China continue to intensify, our effortsto develop Tyrone as a viable operator in the U.S. technology sector may fail.

Because all of our directors and officersreside in the PRC, it may be difficult for you to use the United States Federal securities laws to enforce your rights against us andour officers or to enforce judgments of United States courts against us or them in the PRC.

All of our present officers and directors resideoutside in the PRC. It may therefore be difficult for investors in the United States to enforce their legal rights based on the civilliability provisions of the United States Federal securities laws against us in the courts of either the United States or the PRC and,even if civil judgments are obtained in courts of the United States, to enforce such judgments in PRC courts.

The courts of the British Virgin Islands will notnecessarily enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws. Additionally,there is no statutory enforcement in the British Virgin Islands of judgments obtained in the United States. However, the courts of theBritish Virgin Islands will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself whichmay be sued upon as a debt at common law so that no retrial of the issues would be necessary provided that:

Further, it is unclear if extradition treatiesnow in effect between the United States and the PRC would permit effective enforcement against us or our officers and directors of criminalpenalties, under the United States Federal securities laws or otherwise.

Changes in United States and China relationsmay adversely impact our business, our operating results, our ability to raise capital and the market price of our shares.

The U.S. government, including the SEC, has madestatements and taken certain actions that led to changes in the relationship between the United States and China, and will impact companieswith connections to the United States or China, including imposing several rounds of tariffs affecting certain products manufactured inChina, imposing certain sanctions and restrictions in relation to China and issuing statements indicating enhanced review of companieswith significant China-based operations. It is unknown whether and to what extent new legislation, executive orders, tariffs, laws orregulations will be adopted, or the effect that any such actions would have on companies with significant connections to the U.S. or toChina. Any unfavorable government policies on cross-border relations and/or international trade may affect our ability to raise capitaland the market price of our shares.

If any new legislation, executive orders, lawsand/or regulations are implemented, if existing trade agreements are renegotiated or if the U.S. or Chinese governments take retaliatoryactions due to the recent U.S.-China tension, such changes could have an adverse effect on our business, financial condition and resultsof operations, our ability to raise capital and the market price of our shares, if any.

Risks Relating to Our Management

We may engage in our initial business combinationwith one or more target businesses that have relationships with entities that may be affiliated with our officers or directors, whichmay raise potential conflicts of interest.

We have not adopted a policy that expressly prohibitsour directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investmentto be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In light of the involvement ofour officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our officers and directors.Our directors also serve as officers and board members for other entities. Our officers and directors are not currently aware of any specificopportunities for us to consummate our initial business combination with any entities with which they are affiliated, and there have beenno discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, ortargeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entitymet our criteria for our initial business combination and such transaction was approved by a majority of our disinterested directors.Despite our agreement to obtain an opinion from an independent investment banking firm, an independent valuation firm, or an independentaccount firm regarding the fairness to our shareholders from a financial point of view of a business combination with one or more domesticor international businesses affiliated with our officers, directors or existing holders, potential conflicts of interest still may existand, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absentany conflicts of interest.

Our officers and directors will allocatetheir time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.This conflict of interest could have a negative impact on our ability to consummate our initial business combination.

Our officers and directors are not required tocommit their full time to our affairs, which could create a conflict of interest when allocating their time between our operations andtheir other commitments. We presently expect each of our employees to devote such amount of time as they reasonably believe is necessaryto our business. We do not intend to have any full time employees prior to the consummation of our initial business combination. All ofour officers and directors are engaged in several other business endeavors and are not obligated to devote any specific number of hoursto our affairs. If our officers’ and directors’ other business affairs require them to devote more substantial amounts oftime to such affairs, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to consummateour initial business combination.

The shares beneficially owned by our officersand directors will not participate in the trust account liquidation distributions and, therefore, our officers and directors may havea conflict of interest in determining whether a particular target business is appropriate for our initial business combination.

Our officers and directors have waived their rightto receive distributions with respect to their shares upon our trust account liquidation if we are unable to consummate our initial businesscombination. Accordingly, their initial shares may be worthless if we do not consummate our initial business combination. The personaland financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target businessand completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selectinga suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particularbusiness combination are appropriate and in our stockholders’ best interest.

Our internal controls over financial reportingmay not be effective, which could have a significant and adverse effect on our business and reputation.

As a newly public reporting company, we will bein a continuing process of developing, establishing, and maintaining internal controls and procedures that will allow our management toreport on, and our independent registered public accounting firm to attest to, our internal controls over financial reporting if and whenrequired to do so under Section 404 of the Sarbanes-Oxley Act of 2002. Although our independent registered public accounting firm is notrequired to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-OxleyAct until the date we are no longer an emerging growth company, our management will be required to report on our internal controls overfinancial reporting under Section 404. If we do not remediate any material weaknesses in our internal controls, our reported financialresults could be materially misstated or could subsequently require restatement, and we could be subject to investigations or sanctionsby regulatory authorities.

Limitations on director and officer liabilityand indemnification of our Company’s officers and directors by us may discourage shareholders from bringing a lawsuit against anofficer or director.

Our Company’s Memorandum and Articles ofAssociation provide that a director or officer shall not be personally liable to us or our shareholders for breach of fiduciary duty asa director or officer, except for acts or omissions which involve actual fraud or willful default. These provisions may discourage shareholdersfrom bringing a lawsuit against a director or officer for breach of fiduciary duty and may reduce the likelihood of derivative litigationbrought by shareholders on the Company’s behalf against a director or officer.

Our management may not be able to maintaincontrol of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a targetbusiness, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

Any business combination that we structure willresult in the post-transaction company acquiring 50% or more of the outstanding voting securities of the target or otherwise acquiringa controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment CompanyAct. However, even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior tothe business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribedto the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantialnumber of new shares of common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquirea 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholdersimmediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction.In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a largershare of the company’s stock than we initially acquired. Accordingly, this may make it more likely that our management will notbe able to maintain our control of the target business.

LEGAL ACTIONS IN THE BRITISH VIRGIN ISLANDS

Reasons for our Choice of Incorporating in the British Virgin Islands

We are incorporated in the British Virgin Islandsbecause of the following benefits we believe are found there:

Partially offsetting these advantages, however,is the difficulty that our shareholders may have in enforcing their rights as shareholders, particularly rights arising under the securitieslaws of the United States.

Enforceability of Civil Liabilities

We are a BVI business company incorporated in theBritish Virgin Islands and therefore, located outside of the United States. The proceeds we receive from this offering will be held inU.S. Dollars and deposited in a trust account at ______________________ in the United States maintained by _____________________________,as trustee. The trust account will be governed by an Investment Management Trust Agreement between us and ______________________________.

The courts of the British Virgin Islands will notnecessarily enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws. Additionally,there is no statutory enforcement in the British Virgin Islands of judgments obtained in the United States. However, the courts of theBritish Virgin Islands will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself whichmay be sued upon as a debt at common law so that no retrial of the issues would be necessary provided that:

As a result of all of the above, public shareholdersmay have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors orcontrolling shareholders than they would as shareholders of a U.S. public company.

Protection of Shareholders under BVI Law.

Under British Virgin Islands law, the directorsowe fiduciary duties at both common law and under statute, including a statutory duty to act honestly, in good faith and with a view toour best interests. When exercising powers or performing duties as a director, the director is required to exercise the care, diligenceand skill that a reasonable director would exercise in the circumstances taking into account, without limitation the nature of the company,the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising thepowers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the company acting ina manner that contravenes our memorandum and articles of association or the Companies Act.

In certain limited circumstances, a shareholderhas the right to seek various remedies against the company in the event the directors are in breach of their duties under the CompaniesAct. Pursuant to Section 184B of the Companies Act, if a company or director of a company engages in, proposes to engage in or has engagedin, conduct that contravenes the provisions of the Companies Act or the memorandum or articles of association of the company, the courtsof the British Virgin Islands may, on application of a shareholder or director of the company, make an order directing the company ordirector to comply with, or restraining the company or director from engaging in conduct that contravenes the Companies Act or the memorandumor articles. Furthermore, pursuant to section 184I(1) of the Companies Act a shareholder of a company who considers that the affairs ofthe company have been, are being or likely to be, conducted in a manner that is, or any acts of the company have been, or are likely tobe oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the courts of the British VirginIslands for an order for remedy of the situation which, inter alia, can require the company or any other person to pay compensation tothe shareholders.

ENFORCEMENT OF CIVIL LIABILITIES IN THE PRC

At present, Tyrone has five members in its managementgroup: its three Directors, its CFO and its Corporation Secretary. Each of the five is a resident of Henan Province in the PRC. Tyroneitself maintains an office in the State of New York in the U.S., and so shareholders with legal claims against Tyrone will generally beable to serve process against Tyrone at that office. Shareholders of Tyrone who wish to prosecute legal claims against any of the membersof Tyrone’s management, however, will find it difficult to do so.

Shareholder claims that are common in the UnitedStates, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicalityin China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigationsor litigation outside China or otherwise with respect to foreign entities. Although the local authorities in China may establish a regulatorycooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision andadministration, such regulatory cooperation with the securities regulatory authorities in the Unities States has not been efficient inthe absence of a mutual and practical cooperation mechanism.

Efforts by shareholders of Tyrone to obtain recourseagainst the management of Tyrone in U.S. or British Virgin Islands courts will likely be unavailing. It will be difficult for the shareholdersof Tyrone to effect service of process upon members of our management who reside in China. In addition, China does not have treaties providingfor the reciprocal recognition and enforcement of judgments of courts with the British Virgin Islands or the United States. Therefore,even if a shareholder were successful in obtaining judgment against a member of Tyrone’s management in a U.S. or a British VirginIslands court, recognition and enforcement in China of judgments of a court in either of these non-PRC jurisdictions in relationto any matter not subject to a binding arbitration provision may be difficult or impossible.

MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION

AND RESULTS OF OPERATION

The following management’s discussion and analysis of financialcondition and results of operations contains forward-looking statements which involve risks and uncertainties. Our actual results coulddiffer materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forthunder “Risk Factors” and elsewhere in this prospectus. We assume no obligation to update forward-looking statements or therisk factors. You should read the following discussion in conjunction with our consolidated financial statements and related notes includedelsewhere in this prospectus.

Overview

We are a blank check companyincorporated on September 22, 2023 as a BVI business company for the purpose of effecting a merger, share exchange, asset acquisition,share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific businesscombination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, withany business combination target with respect to an initial business combination with us. While we may pursue an acquisition opportunityin any industry or sector and in any region, we intend to focus on companies in the technology sector in the United States. We intendto effectuate our initial business combination using cash from the proceeds of this offering, shares issued to the owners of the target,debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

The issuance of additionalshares in connection with a business combination to the owners of the target or other investors:

Similarly, if we issue debtsecurities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

As indicated in the accompanyingfinancial statements, as of March 31, 2024 we had $1,000 cash, which constitutes our total assets, and we had a working capital deficitof $6,000. We expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plansto raise capital or to complete our initial business combination will be successful. These factors, among others, raise substantial doubtabout our ability to continue as a going concern.

Results of Operations and Known Trends or FutureEvents

We have neither engaged inany operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessaryto prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initialbusiness combination. We will generate non-operating income in the form of interest income on cash and cash equivalents afterthis offering. There has been no significant change in our financial condition and no material adverse change has occurred since the dateof our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Liquidity and Capital Resources

Our liquidity needs havebeen satisfied prior to the completion of this offering through capital contributions by our founders, who have agreed to pay up to $600,000to satisfy certain operating and offering related expenses incurred by the Company prior to its initial business combination. The netproceeds from the sale of the ordinary shares in this offering, a minimum of $1,000,000 and a maximum of $6,000,000, will be held in thetrust account. The proceeds held in the trust account will be invested only in:

We intend to use substantiallyall of the funds held in the trust account, including any amounts representing interest earned on the trust account, to complete our initialbusiness combination. We may withdraw interest to pay our taxes, if any. We estimate our annual government fee, based on the number ofour ordinary shares authorized, to be $1,400, which we may pay from interest earned on the funds held in the trust account and releasedto us for this purpose. The Company is a BVI Business Company, and is presently not subject to income taxes or income tax filing requirementsin the British Virgin Islands or any other jurisdiction. As such, the Company’s tax provision was zero for the periods presented.To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, theremaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses,make other acquisitions and pursue our growth strategies.

Our two founders have committedto make capital contributions of up to $600,000 in aggregate to fund our working capital prior to the initial business combination. Wewill use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses,travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, reviewcorporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

We do not believe we willneed to raise additional funds following this offering in order to meet the expenditures required for operating our business prior toour initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth duediligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficientfunds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or financetransaction costs in connection with an intended initial business combination, our founders or affiliates of our founders or certain ofour officers and directors may, but are not obligated to, advance sums to us in excess of their capital contributions to pay our bills,as may be required. If we complete our initial business combination, we would repay such advances. In the event that our initial businesscombination does not close, we may use a portion of the working capital held outside the trust account to repay such advances but no proceedsfrom our trust account would be used for such repayment. Prior to the completion of our initial business combination, we do not expectto seek advances or loans from parties other than our founders or an affiliate of our founders, as we do not believe third parties willbe willing to advance such funds and provide us a waiver against any and all rights to seek access to funds in our trust account.

We may need to obtain additionalfinancing to complete our initial business combination, either because the transaction requires more cash than is available from the proceedsheld in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the businesscombination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition,we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering andas a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfyany redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination.There is no contractual or legal limitation on our ability to raise funds through the issuance of equity or equity-linked securities orthrough loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchaseagreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securitieslaws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable tocomplete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operationsand liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may needto obtain additional financing in order to meet our obligations.

Controls and Procedures

We are not currently requiredto certify an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. Further, for as long aswe remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reportingrequirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not beingrequired to comply with the independent registered public accounting firm attestation requirement.

We have not completed anassessment of, nor has our independent registered public accounting firm tested, our systems of internal controls. We expect to assessthe internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary,to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system ofinternal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy ofinternal controls. Considering the size of our offering, the target businesses we may consider for our initial business combination arevery likely to have internal controls that need improvement in areas such as:

Because it will take time,management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatoryrequirements and market expectations for our operation of a target business, we may incur significant expenses in meeting our public reportingresponsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectivelymay also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

PROPOSED BUSINESS

Introduction

We are a blank check company incorporated in theBritish Virgin Islands as a business company with limited liability (meaning that our shareholders have no liability, as members of ourcompany, for the liabilities of our company over and above the amount already paid for their shares) and formed for the purpose of acquiring,engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, enteringinto contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities, whichwe refer to throughout this prospectus as our initial business combination. We have not identified any acquisition target and we havenot, nor has anyone on our behalf, initiated any discussions, directly or indirectly, to identify any acquisition target. From the dateof our formation through the date of this prospectus, there have been no communications or discussions between any of our officers ordirectors and any of their contacts or relationships regarding a potential initial business combination with Tyrone. Additionally, wehave not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct anyresearch or take any measures, directly or indirectly, to locate or contact a target business.

Business Strategy

Our efforts in identifying prospective target businesseswill be focused on the technology sector in the U.S., although we will consider a U.S. company with a non-technology focus that presentscompelling prospects for future growth. We believe that we will add value to these businesses primarily by providing them with accessto international capital markets as well as by contributing the experience of our management team to the existing personnel managing thetarget company.

We will seek to capitalize on the strength of ourmanagement team. Our team consists of experienced financial services professionals and senior operating executives of companies. Collectively,our officers and directors have decades of experience in mergers and acquisitions, and operating companies primarily in China. We believewe will benefit from their accomplishments, and specifically their current activities in the technology sector, in identifying attractiveacquisition opportunities. However, there is no assurance that we will complete a business combination. Our officers and director nomineeshave no prior experience consummating a business combination for a “blank check” company.

Investment Criteria

Our management team intends to focus on creatingshareholder value by leveraging its experience in the management, operation and financing of businesses to improve the efficiency of operationswhile implementing strategies to scale revenue organically and/or through acquisitions. We have identified the following general criteriaand guidelines, which we believe are important in evaluating prospective target businesses. While we intend to use these criteria andguidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification to do so.

These criteria are not intended to be exhaustive.Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these generalguidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decideto enter into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclosethat the target business does not meet the above criteria in our shareholder communications related to our initial business combination,which, as discussed in this prospectus, would be in the form of a post-effective amendment to the registration statement that containsthis prospectus, which we would file with the United States Securities and Exchange Commission. In evaluating a prospective target business,we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent ownership, management andemployees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and otherinformation which will be made available to us.

Our Competitive Advantages

We believe the experience and contacts of our managementteam will aid us in sourcing, structuring and consummating business combinations. However, none of our management team is obligated toremain with the company after a business combination, and we cannot provide assurance that the retention of our current management willbe a term or condition in any agreement relating to a business combination. Moreover, despite the competitive advantages we believe wehave, we remain subject to significant competition with respect to identifying and executing a business combination.

Established Deal Sourcing Network

Through our management team, we believe we havecontacts and sources from which to generate acquisition opportunities and possibly seek complimentary follow-on business arrangements.These contacts and sources include those in government, private and public companies, private equity and venture capital funds, investmentbankers, attorneys and accountants.

Status as a Publicly Listed Company

Although our management has not to date determinedif or when our company’s Ordinary Shares will be listed for trading, we expect to apply for a listing in connection with, or priorto, our initial business combination. We believe such a listing would make us an attractive business combination partner to prospectivetarget businesses. As a publicly listed company, we would offer a target business an alternative to the traditional initial public offering.We believe that target businesses will favor this alternative, which we believe is less expensive, while offering greater certainty ofexecution than the traditional initial public offering. During an initial public offering, there are typically expenses incurred in marketing,which would be costlier than a business combination with us. Furthermore, if Tyrone becomes publicly listed, then once a proposed businesscombination is approved by our shareholders and the transaction is consummated, the target business will have effectively become public,whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general marketconditions that could prevent the offering from occurring. Once public, we believe the target business would have greater access to capitaland additional means of creating management incentives that are better aligned with shareholders’ interests than it would as a privatecompany. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attractinga talented management staff.

Effecting our initial business combination

General

We are not presently engaged in, and we will notengage in, any operations for an indefinite period of time following the commencement of this offering. We intend to effectuate our initialbusiness combination using cash from the proceeds of this offering, our shares, new debt, or a combination of these, as the considerationto be paid in our initial business combination. We may seek to consummate our initial business combination with a company or businessthat may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherentin such companies and businesses, although we will not be permitted to effectuate our initial business combination with another blankcheck company or a similar company with nominal operations.

If our initial business combination is paid forusing shares or debt securities, or not all of the funds released from the trust account are used for payment of the purchase price inconnection with our business combination or used for redemptions of purchases of our ordinary shares, we may apply the cash released tous from the trust account that is not applied to the purchase price for general corporate purposes, including for maintenance or expansionof operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial businesscombination, to fund the purchase of other companies or for working capital.

We have not identified any acquisition target andwe have not, nor has anyone on our behalf, initiated any discussions, directly or indirectly, to identify any acquisition target. Fromthe date of our formation through the date of this prospectus, there have been no communications or discussions between any of our officers,directors or our sponsor and any of their contacts or relationships regarding a potential initial business combination with our company.Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate,to conduct any research or take any measures, directly or indirectly, to locate or contact a target business. Subject to the requirementof SEC Rule 419 that our initial business combination must be with one or more target businesses or assets having an aggregate fair valueof at least 80% of the proceeds of this offering at the time of the agreement to enter into such initial business combination, we havevirtually unrestricted flexibility in identifying and selecting one or more prospective target businesses. Accordingly, there is no currentbasis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately completeour initial business combination. Although our management will assess the risks inherent in a particular target business with which wemay combine, this assessment may not result in our identifying all risks that a target business may encounter. Furthermore, some of thoserisks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely impacta target business.

We may seek to raise additional funds through aprivate offering of debt or equity securities in connection with the consummation of our initial business combination, and we may effectuateour initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. Subjectto compliance with applicable securities laws, we would consummate such financing only simultaneously with the consummation of our businesscombination. In the case of an initial business combination funded with assets other than the trust account assets, our post-effectiveamendment would disclose the terms of the financing. There are no prohibitions on our ability to raise funds privately or through loansin connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any thirdparty with respect to raising any additional funds through the sale of securities or otherwise.

Sources of Target Businesses

While we have not yet identified any acquisitioncandidates, we believe based on our management’s business knowledge and past experience that there are numerous acquisition candidatesavailable. We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, includinginvestment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members ofthe financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicitedby us through calls or mailings. These sources may also introduce us to target businesses they think we may be interested in on an unsolicitedbasis, since many of these sources will have read this prospectus and know what types of businesses we are targeting.

Our officers and directors, as well as their respectiveaffiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as aresult of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. While we do notpresently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on anyformal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consultingfee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however,will any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consultingfee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination(regardless of the type of transaction).

We are not prohibited from pursuing an initialbusiness combination with a company that is affiliated with our officers or directors. In the event we seek to complete our initial businesscombination with a target that is affiliated with our officers or directors, we, or a committee of independent directors, would obtainan opinion from an independent accounting firm, or independent investment banking firm that our initial business combination is fair toour company from a financial point of view.

As more fully discussed in “Management — Conflictsof Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the lineof business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he may be required to present suchbusiness combination opportunity to such entity prior to presenting such business combination opportunity to us. None of our officersand directors currently has any relevant pre-existing fiduciary duties or contractual obligations that would conflict with our company’sobjectives.

Fair value of target business or businesses

SEC Rule 419 requires that the target businessor businesses or assets with which we effect our initial business combination have a collective fair value equal to at least 80% of thegross proceeds of this offering at the time of the agreement to enter into such initial business combination. If we acquire less than100% of one or more target businesses in our initial business combination, the aggregate fair value of the portion or portions we acquiremust equal at least 80% of the gross proceeds at the time of the agreement to enter into such initial business combination. However, wewill always acquire at least a controlling interest in a target business. The fair value of a portion of a target business or assets willlikely be calculated by multiplying the fair value of the entire business by the percentage of the target we acquire. We may seek to consummateour initial business combination with an initial target business or businesses with a collective fair value in excess of the balance inthe trust account. In order to consummate such an initial business combination, we may issue a significant amount of debt, equity or othersecurities to the sellers of such business and/or seek to raise additional funds through a private offering of debt, equity or other securities.If we issue securities in order to consummate such an initial business combination, our shareholders could end up owning a minority ofthe combined company’s voting securities as there is no requirement that our shareholders own a certain percentage of Tyrone (or,depending on the structure of the initial business combination, an ultimate parent company that may be formed) after our business combination.Since we have no specific business combination under consideration, we have not entered into any such arrangement to issue our debt orequity securities and have no current intention of doing so.

We may structure our initial business combinationto acquire 100% or less than 100% of the equity interest or assets of the target business or businesses, although we will only consummatea business combination if we will become the majority shareholder of the target or are otherwise not required to register as an “investmentcompany” under the Investment Company Act of 1940, as amended. Even though we will own a majority interest in the target, our shareholdersprior to the business combination may collectively own a minority interest in the post business combination company, depending on valuationsascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue asubstantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100%controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediatelyprior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial businesscombination.

The fair value of a target business or businessesor assets will be determined by our board of directors based upon standards generally accepted by the financial community, such as actualand potential gross margins, the values of comparable businesses, earnings and cash flow, book value and, where appropriate, upon theadvice of appraisers or other professional consultants. If our board of directors is not able to independently determine that the targetbusiness or assets has a sufficient fair value to meet the threshold criterion, we will obtain an opinion from an unaffiliated, independentinvestment banking firm, an independent valuation firm, or an independent accounting firm with respect to the satisfaction of such criterion.Notwithstanding the foregoing, unless we consummate a business combination with an affiliated entity, we are not required to obtain anopinion from an independent investment banking firm or an independent accounting firm that the price we are paying is fair to our shareholders.

Redemption rights for public shareholders uponconsummation of our initial business combination

We will provide our public shareholders with theopportunity to redeem their shares upon the consummation of our initial business combination at a per-share price, payable in cash, equalto the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by the number of thenoutstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be$4.00 per share. Our initial shareholders have agreed to waive their right to receive liquidating distributions if we fail to consummateour initial business combination within the requisite time period. However, if our initial shareholders or any of our officers, directorsor affiliates acquires public shares in or after this offering, they will be entitled to receive liquidating distributions with respectto such public shares if we fail to consummate our initial business combination within the required time period.

Manner of Conducting Redemptions

In accordance with Rule 419, in connection withany proposed business combination, each public shareholder shall have the opportunity to remain as an investor or to withdraw his or herinvestment.  The public shareholders (but not our officers or directors) may seek to return their shares of common stock in exchangefor the portion of the aggregate amount then on deposit in the trust account (net of taxes payable), subject to the limitations describedherein.

Upon entering into an agreement for its initialbusiness combination, Tyrone will prepare and file with the SEC a post-effective amendment to the registration statement in which thisprospectus is contained, which shall provide information and financial statements concerning the target business sufficient to permitthe public shareholders to determine whether they wish to remain invested in Tyrone. Within five business days after the SEC declaresthe post-effective amendment effective, Tyrone will mail the post-effective amendment to each public shareholder. Pursuant to SEC Rule419(e)(2), each public shareholder will have the right to approve and remain an investor in the proposed business combination. Each publicshareholder shall have no fewer than 20 business days or more than 45 business days to notify us in writing of their decision to remainan investor in any proposed business combination. If a public shareholder does not, within the prescribed time period, submit writtennotice of approval of the initial business combination, that shareholder’s Ordinary Shares will be redeemed and the trustee of thetrust account will deliver to that shareholder his or her portion of the trust corpus.

If we seek to consummate an initial business combinationwith a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds availablefrom the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our abilityto consummate such initial business combination and may force us to seek third party financing which may not be available on terms acceptableto us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate anothersuitable target within the applicable time period, if at all.

Redemption of public shares and liquidation if no initial businesscombination

SEC Rule 419 requires that we complete our initialbusiness combination within 18 months from the date of this prospectus. We may not be able to find a suitable target business and consummateour initial business combination within that time period. If we are unable to consummate our initial business combination within 18 monthsfrom the date of this prospectus, we will, as promptly as reasonably possible but not more than five business days thereafter, distributethe aggregate amount then on deposit in the trust account (net of taxes payable), pro rata to our public shareholders by way of redemptionand cease all operations except for the purposes of winding up of our affairs. This redemption of public shareholders from the trust accountshall be effected as required by Rule 419.

Following the redemption of public shares, we intendto enter “voluntary liquidation” which is the statutory process for formally closing and dissolving a company underthe laws of the British Virgin Islands. Given that we intend to enter voluntary liquidation following the redemption of public shareholdersfrom the trust account, we do not expect that the voluntary liquidation process will cause any delay to the payment of redemption proceedsfrom our trust account. In connection with such a voluntary liquidation, the liquidator would give notice to creditors inviting them tosubmit their claims for payment, by notifying known creditors (if any) who have not submitted claims and by placing a public advertisementin at least one newspaper published in the British Virgin Islands newspaper and in at least one newspaper circulating in the locationwhere the company has its principal place of business, and taking any other steps he considers appropriate to identify the company’screditors, after which our remaining assets would be distributed. As soon as the affairs of the company are fully wound-up, the liquidatormust complete his statement of account and make a notificational filing with the Registrar. We would be dissolved once the Registrar issuesa Certificate of Dissolution.

Without taking into account interest, if any, earnedon the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $4.00. Theproceeds deposited in the trust account could, however, become subject to the claims of our creditors, which would have higher prioritythan the claims of our public shareholders. For that reason, the actual per-share redemption amount received by shareholders may be lessthan $4.00 plus interest.

Although we will seek to have all vendors, serviceproviders, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title,interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guaranteethat they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims againstthe trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as wellas claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against ourassets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the moniesheld in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreementwith a third party that has not executed a waiver if management believes that such third party’s engagement would be significantlymore beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute awaiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantlysuperior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service providerwilling to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in thefuture as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trustaccount for any reason.

If we are deemed insolvent for the purposes ofthe Insolvency Act (i.e. (i) we fail to comply with the requirements of a statutory demand that has not been set aside under section 157of the Insolvency Act; (ii) execution or other process issued on a judgment, decree or order of a British Virgin Islands Court in favorof a creditor of the company is returned wholly or partly unsatisfied; or (iii) either the value of the company’s liabilities exceedsits assets, or the company is unable to pay its debts as they fall due), then there are very limited circumstances where prior paymentsmade to shareholders or other parties may be deemed to be a “voidable transaction” for the purposes of the Insolvency Act.A voidable transaction would include, for these purposes, payments made as “unfair preferences” or “transactions atan undervalue”. A liquidator appointed over an insolvent company who considers that a particular transaction or payment is a voidabletransaction under the Insolvency Act could apply to the British Virgin Islands Courts for an order setting aside that payment or transactionin whole or in part.

Additionally, if we enter insolvent liquidationunder the Insolvency Act, the funds held in our trust account will likely be included in our estate and subject to the claims of thirdparties with priority over the claims of our shareholders. To the extent any insolvency claims deplete the trust account you may not beable to return to our public shareholders the liquidation amounts due them.

Competition

In identifying, evaluating and selecting a targetbusiness for our initial business combination, we may encounter intense competition from other entities having a business objective similarto ours, including other blank check companies, private equity groups, venture capital funds leveraged buyout funds, and operating businessesseeking strategic acquisitions. Many of these entities are well established and have significant experience identifying and effectingbusiness combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, humanand other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. Thisinherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, the requirement of SEC Rule419 that we acquire a target business or businesses having a fair value equal to at least 80% of the value of proceeds of this offeringat the time of the agreement to enter into the business combination and our obligation to pay cash in connection with our public shareholderswho exercise their redemption rights may not be viewed favorably by certain target businesses. Any of these factors may place us at acompetitive disadvantage in successfully negotiating our initial business combination.

Facilities

We currently maintain our executive offices at133-28 41^st Ave, Suite #4A, Flushing, NY 11355 for a monthly rental of $3,000. We consider our current office space adequatefor our current operations.

Employees

We currently have four executive officers. Theseindividuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time asthey deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in anytime period will vary based on whether a target business has been selected for our initial business combination and the stage of the businesscombination process we are in. We do not intend to have any full time employees prior to the consummation of our initial business combination.

Periodic Reporting and Financial Information

By reason of making this offering, we will haveSEC reporting obligations until at least the end of our 2025 fiscal year, including the requirement that we file annual, and current reportswith the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited andreported on by our independent registered public accountants.

We will provide shareholders with audited financialstatements of the prospective target business as part of post-effective amendment sent to shareholders to assist them in assessing thetarget business. These financial statements must be prepared in accordance with, or be reconciled to, accounting principles generallyaccepted in the United States of America, or GAAP, or IFRS and the historical financial statements must be audited in accordance withthe standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limitthe pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us todisclose such statements in accordance with federal proxy rules and consummate our initial business combination within our 18-month timeframe.

Legal Proceedings

There is no material litigation, arbitration orgovernmental proceeding currently pending against us or any members of our management team in their capacity as such.

MANAGEMENT

Directors and Senior Management

Our officers and directors are: 

A summary of the business experience of our officers and directorsfollows.

Mrs. Pu Yang.

Mr. Wen Si.

Mr. Zeyong Huang.

Ms. Ru Huang.

Mr. Xin Huang

Compensation of Directors and Officers

None of our directors or officers receives compensationfor services at this time. Each of our directors and officers is entitled to reimbursement for all necessary and reasonable expenses properlyincurred in the course of employment or service. We do not pay or set aside any amounts for pension, retirement or other benefits forour directors and officers.

Employment Agreements

None of our officers or directors has a written employment agreementwith Tyrone.

 Duties of Members of the Board of Directors

Unlike directors of U.S. corporations, which performa role that is supervisory and policy-making, under British Virgin Islands law, our board of directors has the powers necessary for managing,as well as for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:

Under British Virgin Islands law, directors owethe following fiduciary duties:

In addition to the above, directors also owe aduty to act with skill, care and diligence. This duty has been defined as a requirement to act as a reasonably diligent person havingboth the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carriedout by that director in relation to the company and the general knowledge, skill and experience which that director has. As set out above,directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwisebenefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/orauthorized in advance by the shareholders, provided that there is full disclosure by the directors. This can be done by way of permissiongranted in the memorandum and articles of association or alternatively by shareholder approval at a general meeting.

Conflicts of Interest

Below is a table summarizing the entities to whichour officers and directors currently have fiduciary duties or contractual obligations.

Under British Virgin Islands law, the directorsowe fiduciary duties under both common law and under statute, including a statutory duty to act honestly, in good faith and with a viewto the company’s best interests. When exercising powers or performing duties as a director, the director shall exercise the care,diligence and skill that a reasonable director would exercise in the circumstances taking into account, without limitation the natureof the company; the nature of the decision; and the position of the director and the nature of the responsibilities undertaken by him.In exercising the powers of a director, the directors shall exercise their powers for a proper purpose and shall not act or agree to thecompany acting in a manner that contravenes our memorandum and articles of association or the Companies Act.

In certain limited circumstances, a shareholderhas the right to seek various remedies against the company in the event the directors are in breach of their duties under the CompaniesAct. Pursuant to Section 184B of the Companies Act, if a company or director of a company engages in, or proposes to engage in or hasengaged in, conduct that contravenes the provisions of the Companies Act or the memorandum or articles of association of the company,the British Virgin Islands Court may, on application of a shareholder or director of the company, make an order directing the companyor director to comply with, or restraining the company or director from engaging in conduct that contravenes the Companies Act or thememorandum or articles of association. Furthermore, pursuant to section 184I(1) of the Companies Act a shareholder of a company who considersthat the affairs of the company have been, are being or likely to be, conducted in a manner that is, or any acts of the company have been,or are likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the British VirginIslands court for an order that the Court considers just and equitable to remedy the situation, which, inter alia, can require the companyor any other person to pay compensation to the shareholders.

Potential investors should also be aware of thefollowing other potential conflicts of interest:

Subject to the foregoing fiduciary duties or contractualobligations, each of our officers and directors has agreed that until the earliest of our initial business combination or liquidationor such time as he or she ceases to be an officer or director, to present to us for our consideration, prior to presentation to any otherentity, investment opportunities that might be suitable for our business. However, if any of our officers or directors becomes aware ofa business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciaryor contractual obligations, he or she will be required to present such business combination opportunity to such entity prior to presentingsuch business combination opportunity to us or, in the case of a non-compete obligation, possibly prohibited from referring such opportunityto us.

Limitation on Liability and Indemnification of Officers and Directors

Our memorandum and articles of association providethat, subject to certain limitations, the company shall indemnify its directors and officers against all expenses, including legal fees,and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigativeproceedings. Such indemnity only applies if the person acted honestly and in good faith with a view to the best interests of the companyand, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful. The decisionof the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the company and asto whether the person had no reasonable cause to believe that his conduct was unlawful and is, in the absence of fraud, sufficient forthe purposes of the memorandum and articles of association, unless a question of law is involved. The termination of any proceedings byany judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the persondid not act honestly and in good faith and with a view to the best interests of the company or that the person had reasonable cause tobelieve that his conduct was unlawful.

We will enter into agreements with our officersand directors to provide contractual indemnification in addition to the indemnification provided for in our memorandum and articles ofassociation. Our memorandum and articles of association also will permit us to purchase and maintain insurance on behalf of any officeror director who at the request of the Company is or was serving as a director or officer of, or in any other capacity is or was actingfor, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person andincurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against theliability as provided in the memorandum and articles of association. We will purchase a policy of directors’ and officers’liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstancesand insures us against our obligations to indemnify our officers and directors.

These provisions may discourage shareholders frombringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing thelikelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefitus and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlementand damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insuranceand the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arisingunder the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we havebeen informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretoforeunenforceable.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regardingthe beneficial ownership of our Ordinary Shares by each person known by us to beneficially own more than 5% of our Ordinary Shares; eachof our named executive officers; each of our directors; and all of our executive officers and directors as a group.

We have determined beneficial ownership in accordancewith the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to personswho possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficialowner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, thepersons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially ownedby them, subject to applicable community property laws.

The percentage ownership information shown in thetable below is calculated based on 13,000,000 of our Ordinary Shares issued and outstanding. We do not have any outstanding options, warrantsor other securities exercisable for or convertible into our Ordinary Shares.

We are not aware of any contract or other arrangementthe operation of which may at a subsequent date result in a change in control of our Company.

We have not registered any shares for sale by securityholders under the Securities Act. None of our shareholders are entitled to registration rights. 

RELATED PARTY TRANSACTIONS

During the period from September 22, 2023 (inception)through March 31, 2024, the founders of the Company made capital contributions totaling $5,868 for working capital purposes: i.e. to paycertain operating expense on behalf of the Company. 

PLAN OF DISTRIBUTION

This prospectus is part of a registration statementthat enables the company to sell shares on a continuous basis for a period of three years after this registration statement is declaredeffective.  This is an initial public offering of our securities. Each share that we are offering has a fixed offering price of $4.00until the Ordinary Shares are listed for quotation on an established public trading market.  None of the current security holdersis registering their shares for sale in this registration statement.  

All securities issued in connection with this offeringand any other securities issued with respect to such securities, including securities issued with respect to stock splits, stock dividendsor similar rights, shall be deposited directly into the trust account promptly upon issuance.  Securities held in the trust accountare to remain as issued and deposited and shall be held for the sole benefit of the purchasers.  The purchasers shall have votingrights with respect to securities held in their names as provided by applicable law.  No transfer or other disposition of securitiesheld in the trust account or any interest related to such securities shall be permitted other than by will or the laws of descent anddistribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended, or Title1 of the Employee Retirement Income Security Act, or the rules thereunder.

We currently intend to sell the shares of commonstock offered hereby through the efforts of members of our management team, consisting of our directors and executive officers. Membersof our management team will not receive any compensation for offering or selling the Ordinary Shares. We believe that the members of ourmanagement team are exempt from registration as broker-dealers under the provisions of Rule 3a4-1 promulgated under the Exchange Act.In particular, each such individual:

Termination of Offering

This offering will terminate 180 days after thedate of this prospectus, if we have not received subscriptions for at least 250,000 Ordinary Shares (the “Minimum Offering”).After we achieve the Minimum Offering, this offering will terminate at the earlier of (i) the date at which the maximum offering amounthas been sold, (ii) the date which is three years from the date on which this prospectus is declared effective by the SEC, or (iii) thedate at which the offering is earlier terminated by the Company in its sole discretion, which may happen at any time (the “OfferingTermination Date”).

Investors’ Tender of Funds

After this prospectus is declared effective bythe SEC, the Company will accept tenders of funds to purchase shares of our common stock offered hereby. The minimum number of OrdinaryShares that an investor may purchase is 625. The Company may close on investments on a “rolling” basis (so not all investorswill receive their shares on the same date). There are no conditions that the Company must meet in order to hold a closing. A closingwill occur each time the Company determines to accept funds. Tendered funds will only be returned to investors upon termination of theOffering as set out above, in which case any money tendered by potential investors and not accepted by the Company will be promptly returnedby the Company. Upon a closing, funds tendered by investors will be made immediately available to the company for its use.

Offering Expenses

We are responsible for all offering fees and expenses,including the following: (i) fees and disbursements of our legal counsel, accountants, and other professionals we engage; (ii) fees andexpenses incurred in the marketing the Ordinary Shares; (iii) all filing fees, including FINRA and blue sky notice filing fees; (iv) allof the legal fees related to the filing of notice filings under state securities laws; and (v) fees and expenses of the transfer agentfor our shares.

The following table sets forth the estimated expensesin connection with this offering that the Company expects to bear:

Procedures for Subscribing

If you are interested in subscribing for OrdinaryShares in this offering, please go to www._______________.com to electronically receive and review the information set forth on that website.

If, after reviewing the available information,you decide to subscribe for Ordinary Shares, you should:

Right to Reject Subscriptions

After we receive your complete, executed subscriptionagreement and the funds required under the subscription agreement have been transferred to the trust account, we will review your subscriptionagreement and we will have the right to accept or reject your subscription in whole or in part, for any reason or for no reason. The Trusteewill return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions

We will not accept any subscription until we havereceived subscriptions for at least 250,000 Ordinary Shares (the “Minimum Offering”). If we terminate the offering withoutachieving the Minimum Offering, we will return all subscription funds submitted without interest or deduction.

Upon our acceptance of a subscription agreement,we will countersign the subscription agreement and issue the shares subscribed. Once you submit the subscription agreement and it is accepted,you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

Registrar and Transfer Agent, Book-Entry Only

All shares of common stock sold in this offeringwill be issued by our Transfer Agent to investors in book-entry only format and will be represented by a stock transfer ledger, maintainedby our Transfer Agent, ________ ______________.

Offer Restrictions Outside the United States

Other than in the United States, no action hasbeen taken by us that would permit a public offering of the securities offered by this offering circular in any jurisdiction where actionfor that purpose is required. The securities offered by this offering circular may not be offered or sold, directly or indirectly, normay this offering circular or any other offering material or advertisements in connection with the offer and sale of any such securitiesbe distributed or published in any jurisdiction outside of the U.S., except under circumstances that will result in compliance with theapplicable rules and regulations of that jurisdiction. Persons into whose possession this offering circular comes are advised to informthemselves about and to observe any restrictions relating to the offering and the distribution of this offering circular. This offeringcircular does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this offering circular inany jurisdiction in which such an offer or a solicitation is unlawful.

SHARES ELIGIBLE FOR FUTURE RESALE

As of the date of this prospectus, we have outstandingan aggregate of 10,000,000 Ordinary Shares.

The 10,000.000 Ordinary Shares are owned beneficiallyby affiliates of the Company and may not be resold in the public market except in compliance with the registration requirements of theSecurities Act or under an exemption under Rule 144 of the Securities Act.

Rule 144

In general, under Rule 144 as currently in effect,a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during the three monthspreceding a sale and who has beneficially owned Ordinary Shares that are deemed restricted securities for at least six months would beentitled after such six-month holding period to sell the Ordinary Shares held by such person, subject to the continued availability ofcurrent public information about us (which current public information requirement is eliminated after a one-year holding period).

A person who is one of our affiliates, or has beenan affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned Ordinary Shares that are deemedrestricted securities for at least six months would be entitled after such six-month holding period to sell his or her securities, providedthat he or she sells an amount that does not exceed 1% of the number of our Ordinary Shares then outstanding (or, if our Ordinary Sharesare listed on a national securities exchange, the average weekly trading volume of the shares during the four calendar weeks precedingthe filing of a notice on Form 144 with respect to the sale), subject to the continued availability of current public information aboutus, compliance with certain manner of sale provisions, and the filing of a Form 144 notice of sale if the sale is for an amount in excessof 5,000 shares or for an aggregate sale price of more than $50,000 in a three-month period.

Restrictions on the Use of Rule 144 by Shell Companies or FormerShell Companies

Tyrone is at this time a shell company, as it hasnot business operations. Rule 144 is not available for the resale of securities initially issued by shell companies (other than businesscombination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includesan important exception to this prohibition if the following conditions are met:

As a result, our initial shareholders will be ableto sell their founder shares, pursuant to Rule 144 without registration one year after we have completed our initial business combination.

DESCRIPTION OF SHARE CAPITAL

Ordinary Shares

As of the date of this prospectus, there were 10,000,000ordinary shares outstanding, all of which were held of record by our initial shareholders. Upon termination of this offering, a minimumof 10,250,000 and a maximum of 11,500,000 ordinary shares will be outstanding (assuming Tyrone sells no shares privately during the offering).

Under the Companies Act, the ordinary shares aredeemed to be issued when the name of the shareholder is entered in our register of members. Our register of members will be maintainedby our transfer agent, ______________________________, which will enter the name of Cede & Co. in our register of members on the closingof this offering as nominee for each of the respective public shareholders. If (a) information that is required to be entered in the registerof members is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable delay in entering informationin the register, a shareholder of the company, or any person who is aggrieved by the omission, inaccuracy or delay, may apply to the BritishVirgin Islands Courts for an order that the register be rectified, and the court may either refuse the application or order the rectificationof the register, and may direct the company to pay all costs of the application and any damages the applicant may have sustained.

General Meetings

At any general meeting ona show of hands every holder of our ordinary shares who is present in person (or, in the case of a shareholder being a corporation, byits duly authorized representative) or by proxy will have one vote for each share held on all matters to be voted on by shareholders.Voting at any meeting of the shareholders is by show of hands unless a poll is demanded. A poll may be demanded by shareholders presentin person or by proxy if the shareholder disputes the outcome of the vote on a proposed resolution and the chairman shall cause a pollto be taken. Prior to the consummation of our initial business combination, the rights attaching to ordinary shares (including those provisionsdesigned to provide certain rights and protections to our ordinary shareholders) whether or not the Company is being wound up, be variedwith the consent in writing of or by a resolution passed at a meeting by the holders of more than 50 per cent of the issued ordinary shares.Other provisions of our memorandum and articles of association may be amended prior to the consummation of our initial business combinationif approved by a majority of the votes of shareholders attending and voting on such amendment, a resolution consented to in writing bya majority of the votes of shares entitled to vote thereon or by resolution of the directors. Following the consummation of, or in connectionwith, our initial business combination, the rights and obligations attaching to our ordinary shares and other provisions of our memorandumand articles of association may be amended if approved by a majority of the votes of shareholders attending and voting on such amendmentor by resolution of the directors. There is no cumulative voting with respect to the election of directors, with the result that the holdersof more than 50% of the shares voted for the election of directors can elect all of the directors. Our shareholders are entitled to receiveratable dividends when, as and if declared by the board of directors out of funds legally available therefore.

We do not currently intend to hold an annual meetingof shareholders until after we consummate our initial business combination. Therefore, if our shareholders want us to hold a meeting priorto such consummation, they may requisition the directors to hold one upon the written request of members entitled to exercise at least30 percent of the voting rights in respect of the matter for which the meeting is requested. Under British Virgin Islands law, we maynot increase the required percentage to call a meeting above such 30 percent level.

Our shareholders are entitled to receive ratabledividends when, as and if declared by the board of directors out of legally available funds. In the event of a liquidation or windingup of the company after our initial business combination, our shareholders are entitled to share ratably in all assets remaining availablefor distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preferenceover the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicableto the ordinary shares, except that we will provide our public shareholders with the redemption rights set forth above.

Our Transfer Agent, Rights Agent and Warrant Agent

The transfer agent for our ordinary shares is _____________________________.

BRITISH VIRGIN ISLANDS COMPANY CONSIDERATIONS

Our corporate affairs are governed by our memorandumand articles of association and the provisions of applicable British Virgin Islands law, including the Companies Act. The Companies Actdiffers from laws applicable to United States corporations and their shareholders. Set forth below is a summary of some significant differencesbetween the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States andtheir shareholders.

Mergers and Similar Arrangements

Under the laws of the BVI, two or more companiesmay merge or consolidate in accordance with Section 170 of the BVI Act. A merger means the merging of two or more constituent companiesinto one of the constituent companies (the “surviving company”) and a consolidation means the uniting of two or more constituentcompanies into a new company (the “consolidated company”). The procedure for a merger or consolidation between the companyand another company (which need not be a BVI company, and which may be the company’s parent or subsidiary) is set out in the BVIAct. In order to merge or consolidate, the directors of each constituent company must approve a written plan of merger or consolidation,which, with the exception of a merger between a parent company and its subsidiary, must also be approved by a resolution of a majorityof the shareholders voting at a quorate meeting of shareholders or by written resolution of the shareholders of the BVI company or BVIcompanies which are to merge. While a director may vote on the plan of merger or consolidation, or any other matter, even if he has afinancial interest in the plan, the interested director must disclose the interest to all other directors of the company promptly uponbecoming aware of the fact that he is interested in a transaction entered into or to be entered into by the company. A transaction enteredinto by the Company in respect of which a director is interested (including a merger or consolidation) is voidable by us unless the director’sinterest was (a) disclosed to the board prior to the transaction or (b) the transaction is (i) between the director and the company and(ii) the transaction is in the ordinary course of the company’s business and on usual terms and conditions. Notwithstanding theabove, a transaction entered into by the company is not voidable if the material facts of the interest are known to the shareholders andthey approve or ratify it or the company received fair value for the transaction. In any event, all shareholders must be given a copyof the plan of merger or consolidation irrespective of whether they are entitled to vote at the meeting to approve the plan of mergeror consolidation. A foreign company which is able under the laws of its foreign jurisdiction to participate in the merger or consolidationis required by the BVI Act to comply with the laws of that foreign jurisdiction in relation to the merger or consolidation. The shareholdersof the constituent companies are not required to receive shares of the surviving or consolidated company but may receive debt obligationsor other securities of the surviving or consolidated company, other assets, or a combination thereof. Further, some or all of the sharesof a class or series may be converted into a kind of asset while the other shares of the same class or series may receive a differentkind of asset. As such, not all the shares of a class or series must receive the same kind of consideration. After the plan of mergeror consolidation has been approved by the directors and authorized, if required, by a resolution of the shareholders, articles of mergeror consolidation are executed by each company and filed with the Registrar of Corporate Affairs in the BVI. The merger is effective onthe date that the articles of merger are registered with the Registrar or on such subsequent date, not exceeding thirty days, as is statedin the articles of merger or consolidation.

As soon as a merger becomes effective: (a) thesurviving company or consolidated company (so far as is consistent with its memorandum and articles of association, as amended or establishedby the articles of merger or consolidation) has all rights, privileges, immunities, powers, objects and purposes of each of the constituentcompanies; (b) in the case of a merger, the memorandum and articles of association of any surviving company are automatically amendedto the extent, if any, that changes to its memorandum and articles of association are contained in the articles of merger or, in the caseof a consolidation, the memorandum and articles of association filed with the articles of consolidation are the memorandum and articlesof the consolidated company; (c) assets of every description, including choses-in-action and the business of each of the constituent companies,immediately vest in the surviving company or consolidated company; (d) the surviving company or consolidated company is liable for allclaims, debts, liabilities and obligations of each of the constituent companies; (e) no conviction, judgment, ruling, order, claim, debt,liability or obligation due or to become due, and no cause existing, against a constituent company or against any member, director, officeror agent thereof, is released or impaired by the merger or consolidation; and (f) no proceedings, whether civil or criminal, pending atthe time of a merger by or against a constituent company, or against any member, director, officer or agent thereof, are abated or discontinuedby the merger or consolidation; but: (i) the proceedings may be enforced, prosecuted, settled or compromised by or against the survivingcompany or consolidated company or against the member, director, officer or agent thereof, as the case may be; or (ii) the surviving companyor consolidated company may be substituted in the proceedings for a constituent company. The Registrar of Corporate Affairs shall strikeoff the register of companies each constituent company that is not the surviving company in the case of a merger and all constituent companiesin the case of a consolidation. If the directors determine it to be in the best interests of the company, it is also possible for a mergerto be approved as a Court approved plan of arrangement or scheme of arrangement in accordance with the BVI Act.

A shareholder may dissent from (a) a merger ifthe company is a constituent company, unless the company is the surviving company and the member continues to hold the same or similarshares; (b) a consolidation if the company is a constituent company; (c) any sale, transfer, lease, exchange or other disposition of morethan 50 per cent in value of the assets or business of the company if not made in the usual or regular course of the business carriedon by the company but not including: (i) a disposition pursuant to an order of the court having jurisdiction in the matter, (ii) a dispositionfor money on terms requiring all or substantially all net proceeds to be distributed to the members in accordance with their respectiveinterest within one year after the date of disposition, or (iii) a transfer pursuant to the power of the directors to transfer assetsfor the protection thereof; (d) a compulsory redemption of 10 per cent or fewer of the issued shares of the company required by the holdersof 90 percent. or more of the shares of the company pursuant to the terms of the BVI Act; and (e) a plan of arrangement, if permittedby the BVI Court (each, an Action). A shareholder properly exercising his dissent rights is entitled to a cash payment equal to the fairvalue of his shares.

A shareholder dissenting from an Action must objectin writing to the Action before the vote by the shareholders on the merger or consolidation, unless notice of the meeting was not givento the shareholder. If the merger or consolidation is approved by the shareholders, the company must give notice of this fact to eachshareholder within 20 days who gave written objection. Such objection shall include a statement that the member proposes to demand paymentfor his or her shares if the Action is taken. These shareholders then have 20 days to give to the company their written election in theform specified by the BVI Act to dissent from the Action, provided that in the case of a merger, the 20 days starts when the plan of mergeris delivered to the shareholder. Upon giving notice of his election to dissent, a shareholder ceases to have any shareholder rights exceptthe right to be paid the fair value of his shares. As such, the merger or consolidation may proceed in the ordinary course notwithstandinghis dissent. Within seven days of the later of the delivery of the notice of election to dissent and the effective date of the mergeror consolidation, the company shall make a written offer to each dissenting shareholder to purchase his shares at a specified price pershare that the company determines to be the fair value of the shares. The company and the shareholder then have 30 days to agree uponthe price. If the company and a shareholder fail to agree on the price within the 30 days, then the company and the shareholder shall,within 20 days immediately following the expiration of the 30-day period, each designate an appraiser and these two appraisers shall designatea third appraiser. These three appraisers shall fix the fair value of the shares as of the close of business on the day prior to the shareholders’approval of the transaction without taking into account any change in value as a result of the transaction.

Shareholders’ Suits

There are both statutory and common law remediesavailable to our shareholders as a matter of BVI law. These are summarized below.

Prejudiced members

A shareholder who considers that the affairs ofthe company have been, are being, or are likely to be, conducted in a manner that is, or any act or acts of the company have been, orare, likely to be oppressive, unfairly discriminatory or unfairly prejudicial to him in that capacity, can apply to the court under Section184I of the BVI Act, inter alia, for an order that his shares be acquired, that he be provided compensation, that the Court regulate thefuture conduct of the company, or that any decision of the company which contravenes the BVI Act or our memorandum and articles of associationbe set aside.

Derivative actions

Section 184C of the BVI Act provides that a shareholderof a company may, with the leave of the Court, bring an action in the name of the company in certain circumstances to redress any wrongdone to it. Such actions are known as derivative actions. The BVI Court may only grant permission to bring a derivative action where thefollowing circumstances apply:

When considering whether to grant leave, the BVICourt is also required to have regard to the following matters:

Just and equitable winding up

In addition to the statutory remedies outlinedabove, shareholders can also petition the BVI Court for the winding up of a company under the BVI Insolvency Act (Revised) for the appointmentof a liquidator to liquidate the company and the court may appoint a liquidator for the company if it is of the opinion that it is justand equitable for the court to so order. This remedy is generally only available in exceptional circumstances as a last resort where thereare no other remedies available.

Indemnification of directors and executive officers and limitationof liability

Our memorandum and articles of association providesthat, subject to certain limitations, we indemnify against all expenses, including legal fees, and against all judgments, fines and amountspaid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings for any person who:

These indemnities only apply if the person actedhonestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the person had no reasonable causeto believe that his conduct was unlawful. The decision of the directors as to whether the person acted honestly and in good faith andwith a view to the best interests of the company and as to whether the person had no reasonable cause to believe that his conduct wasunlawful and is, in the absence of fraud, sufficient for the purposes of the memorandum and articles of association, unless a questionof law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequidoes not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interestsof the company or that the person had reasonable cause to believe that his conduct was unlawful.

This standard of conduct is generally the sameas permitted under the Delaware General Corporation Law for a Delaware corporation. Insofar as indemnification for liabilities arisingunder the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we havebeen advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is thereforeunenforceable.

Anti-takeover provisions in our memorandum and articlesof association

Some provisions of our memorandum and articlesof association may discourage, delay or prevent a change in control of the Company or management that shareholders may consider favorable.Under the BVI Act there are no provisions which specifically prevent the issuance of preferred shares or any such other ‘poisonpill’ measures. The memorandum and articles of association of the Company contain provisions that permit our board of directorsby resolution to amend certain provisions of the memorandum and articles of association, including to create and issue classes of shareswith preferred, deferred or other special rights or restrictions as the board of directors determine in their discretion, without anyfurther vote or action by our shareholders. If issued, the rights, preferences, designations and limitations of any class of preferredshares would be set by the board of directors by way of amendments to relevant provisions of the memorandum and articles of associationand could operate to the disadvantage of the outstanding ordinary shares the holders of which would not have any pre-emption rights inrespect of such an issue of preferred shares. Such terms could include, among others, preferences as to dividends and distributions onliquidation, or could be used to prevent possible corporate takeovers. Therefore, the directors without the approval of the holders ofOrdinary Shares may issue preferred shares that have characteristics that may be deemed to be anti-takeover. Additionally, such a designationof shares may be used in connection with plans that are poison pill plans. However, under BVI law, our directors in the exercise of theirpowers granted to them under our memorandum and articles of association and performance of their duties, are required to act honestlyand in good faith in what the director believes to be in the best interests of the Company.

Directors’ fiduciary duties

Under Delaware corporate law, a director of a Delawarecorporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the dutyof loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exerciseunder similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material informationreasonably available regarding a significant transaction.

The duty of loyalty requires that a director actin a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personalgain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholderstake precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally.In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that theaction taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one ofthe fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairnessof the transaction and that the transaction was of fair value to the corporation.

Under BVI law, our directors owe fiduciary dutiesboth at common law and under statute including, among others, a statutory duty to act honestly, in good faith, for a proper purpose andwith a view to what the directors believe to be in the best interests of the company. Our directors are also required, when exercisingpowers or performing duties as a director, to exercise the care, diligence and skill that a reasonable director would exercise in comparablecircumstances, taking into account without limitation, the nature of the company, the nature of the decision and the position of the directorand the nature of the responsibilities undertaken. In the exercise of their powers, our directors must ensure neither they nor the companyacts in a manner which contravenes the BVI Act or our memorandum and articles of association. A shareholder has the right to seek damagesfor breaches of duties owed to us by our directors.

Pursuant to the BVI Act and our memorandum andarticles of association, a director of a company who has an interest in a transaction and who has declared such interest to the otherdirectors, may:

In certain limited circumstances, a shareholderhas the right to seek various remedies against the company in the event the directors are in breach of their duties under the BVI Act.Pursuant to Section 184B of the BVI Act, if a company or director of a company engages in, or proposes to engage in or has engaged in,conduct that contravenes the provisions of the BVI Act or the memorandum or articles of association of the company, the BVI Court may,on application of a shareholder or director of the company, make an order directing the company or director to comply with, or restrainingthe company or director from engaging in conduct that contravenes the BVI Act or the memorandum or articles. Furthermore, pursuant tosection 184I(1) of the BVI Act, a shareholder of a company who considers that the affairs of the company have been, are being or are likelyto be, conducted in a manner that is, or any acts of the company have been, or are likely to be oppressive, unfairly discriminatory, orunfairly prejudicial to him in that capacity, may apply to the BVI Court for an order which, inter alia, can require the company or anyother person to pay compensation to the shareholders.

Shareholder action by written consent

Under the Delaware General Corporation Law, a corporationmay eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. BVI law provides that,subject to the memorandum and articles of association of a company, an action that may be taken by members of the company at a meetingmay also be taken by a resolution of members consented to in writing.

Shareholder proposals

Under the Delaware General Corporation Law, a shareholderhas the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governingdocuments. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents,but shareholders may be precluded from calling special meetings. BVI law and our memorandum and articles of association allow our shareholdersholding 30% or more of the votes of the outstanding voting shares to requisition a shareholders’ meeting. There is no requirementunder BVI law to hold shareholders’ annual general meetings, but our memorandum and articles of association do permit the directorsto call such a meeting. The location of any shareholders’ meeting can be determined by the board of directors and can be held anywherein the world.

Cumulative voting

Under the Delaware General Corporation Law, cumulativevoting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides forit. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits theminority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’svoting power with respect to electing such director. As permitted under BVI law, our memorandum and articles of association do not providefor cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders ofa Delaware corporation.

Removal of directors

Under the Delaware GeneralCorporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority ofthe outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our memorandum and articlesof association, directors can be removed from office, with or without cause, by a resolution of shareholders passed at a meeting of theshareholders called for the purposes of removing the director or for purposes including the removal of the director or by a written resolutionpassed by at least 75 percent of the votes of the shareholders entitled to vote. Directors can also be removed by a resolution of directorspassed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director.

Transactions with interested shareholders

The Delaware General Corporation Law contains abusiness combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not tobe governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinationswith an “interested shareholder” for three years following the date that such person becomes an interested shareholder. Aninterested shareholder generally is a person or group who or which owns or owned 15% or more of the target’s outstanding votingshares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for thetarget in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date onwhich such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transactionwhich resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware public corporationto negotiate the terms of any acquisition transaction with the target’s board of directors. BVI law has no comparable statute andour memorandum and articles of association does not provide for the same protection afforded by the Delaware business combination statute.

Dissolution; Winding Up

Under the Delaware General Corporation Law, unlessthe board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total votingpower of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of thecorporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajorityvoting requirement in connection with dissolutions initiated by the board. Under the BVI Act and our memorandum and articles of association,we may appoint a voluntary liquidator by a resolution of the shareholders, (or by resolution of directors if the shareholders have approvedthe liquidation plan) provided that the directors have made a declaration of solvency that the company is able to discharge its debtsas they fall due and that the value of the company’s assets exceed its liabilities.

Variation of rights of shares

Under the Delaware GeneralCorporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of suchclass, unless the certificate of incorporation provides otherwise. Under our memorandum and articles of association, the rights attachedto any share may only be varied, whether or not the Company is in liquidation, with the consent in writing of or by a resolution passedat a meeting by a majority of the votes cast by those entitled to vote at a meeting of the holders of the issued shares in that class.For these purposes the creation, designation or issue of (i) shares with rights and privileges ranking pari passu to an existing classof shares, or (ii) preferred shares with rights and privileges ranking in priority to an existing class of shares is deemed not to bea variation of the rights of such existing class and may in accordance with our memorandum and articles of association be effected byresolution of directors without shareholder approval.

Amendment of governing documents

Under the Delaware General Corporation Law, a corporation’sgoverning documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificateof incorporation provides otherwise. As permitted by BVI law, our memorandum and articles of association may be amended by a resolutionof shareholders and, subject to certain exceptions, by a resolution of directors. An amendment is effective from the date it is registeredat the Registry of Corporate Affairs in the BVI.

Anti-Money Laundering Laws

In order to comply with legislation or regulationsaimed at the prevention of money laundering we are required to adopt and maintain anti-money laundering procedures, and may require subscribersto provide evidence to verify their identity. Where permitted, and subject to certain conditions, we also may delegate the maintenanceof our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.

We reserve the right to request such informationas is necessary to verify the identity of a subscriber. In the event of delay or failure on the part of the subscriber in producing anyinformation required for verification purposes, we may refuse to accept the application, in which case any funds received will be returnedwithout interest to the account from which they were originally debited.

If any person resident in the BVI knows or suspectsthat another person is engaged in money laundering or terrorist financing and the information for that knowledge or suspicion came totheir attention in the course of their business the person will be required to report his belief or suspicion to the Financial InvestigationAgency of the BVI, pursuant to the Proceeds of Criminal Conduct Act, 1997 (as amended). Such a report shall not be treated as a breachof confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

TAXATION OF SHAREHOLDERS

The taxation of income and capital gains ofholders of Ordinary Shares is subject to the laws and practices of jurisdictions in which holders of Ordinary Shares are resident or otherwisesubject to tax. The following summary of certain relevant taxation provisions is based on current law and practice, is subject to changeand does not constitute legal or tax advice. The discussion does not deal with all possible tax consequences relating to an investmentin Ordinary Shares. In particular, the discussion does not address the tax consequences under state, local and other laws, such as non-U.S.federal laws. Accordingly, you should consult your own tax advisor regarding the tax consequences of an investment in the Ordinary Shares.The discussion is based upon laws and relevant interpretations in effect as of the date of this prospectus, all of which are subject tochanges.

British Virgin Islands Taxation

The disclosure relating to tax consequences underBVI law is the opinion of Ogier, our counsel as to BVI law.

The Government of the BVI does not, under existinglegislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Companyor its shareholders who are not tax resident in the BVI.

The Company and all distributions, interest andother amounts paid by the Company to persons who are not tax resident in the BVI will not be subject to any income, withholding or capitalgains taxes in the BVI, with respect to the Ordinary Shares in the Company owned by them and dividends received on such shares, nor willthey be subject to any estate or inheritance taxes in the BVI.

No estate, inheritance, succession or gift tax,rate, duty, levy or other charge is payable by persons who are not tax resident in the BVI with respect to any shares, debt obligationsor other securities of the Company.

Except to the extent that we have any interestin real property in the BVI, all instruments relating to transactions in respect of the shares, debt obligations or other securities ofthe Company and all instruments relating to other transactions relating to the business of the Company are exempt from the payment ofstamp duty in the BVI.

There are currently no withholding taxes or exchangecontrol regulations in the BVI applicable to the Company or its shareholders.

There is no income tax treaty or convention currentlyin effect between the United States and the BVI.

BVI Economic Substance Legislation

The BVI, together with several other non-EuropeanUnion jurisdictions, has introduced legislation aimed at addressing concerns raised by the Council of the European Union (the “EU”)as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January1, 2019, the Economic Substance (Companies and Limited Partnerships) Act (Revised) (the “ES Act”) came into force in the BVIintroducing certain economic substance requirements for in-scope BVI entities which are engaged in certain “relevant activities”.

Although it is presently anticipated that the ESAct will have little material impact on the Company or its operations, as the legislation is relatively new and remains subject to furtherclarification and interpretation, it is not currently possible to ascertain the precise impact of these legislative changes on the Company.

Material U.S. Federal Income Tax Consequences Applicable to U.S.Holders of Our Ordinary Shares

The following sets forth the material U.S. federalincome tax consequences related to an investment in our Ordinary Shares. It is directed to U.S. Holders (as defined below) of our OrdinaryShares and is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subjectto change. This description does not deal with all possible tax consequences relating to an investment in our Ordinary Shares or U.S.tax laws, other than the U.S. federal income tax laws, such as the tax consequences under non U.S. tax laws, state, local and other taxlaws.

The following brief description applies only toU.S. Holders (defined below) that hold Ordinary Shares as capital assets and that have the U.S. dollar as their functional currency. Thisbrief description is based on the federal income tax laws of the United States in effect as of the date of this prospectus and on U.S.Treasury regulations in effect or, in some cases, proposed, as of the date of this prospectus, as well as judicial and administrativeinterpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could applyretroactively and could affect the tax consequences described below.

The brief description below of the U.S. federalincome tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of Ordinary Shares and you are,for U.S. federal income tax purposes:

If a partnership (or other entity treated as apartnership for United States federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of a partnerin the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnershipholding our Ordinary Shares are urged to consult their tax advisors regarding an investment in our Ordinary Shares.

The following does not address the tax consequencesto any particular investor or to persons in special tax situations such as:

All of whom may be subject to tax rules that differsignificantly from those discussed below.

The discussion set forth below is addressed onlyto U.S. Holders that purchase Ordinary Shares in this offering. Prospective purchasers are urged to consult their own tax advisors aboutthe application of the U.S. federal income tax rules to their particular circumstances as well as the state, local, foreign and othertax consequences to them of the purchase, ownership and disposition of our Ordinary Shares.

Taxation of Dividends and Other Distributions on Our Ordinary Shares

Subject to the passive foreign investment companyrules discussed below, the gross amount of distributions made by us to you with respect to the Ordinary Shares (including the amount ofany taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, butonly to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federalincome tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deductionallowed to corporations in respect of dividends received from other U.S. corporations.

With respect to non-corporate U.S. Holders, includingindividual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that(1) the Ordinary Shares are readily tradable on an established securities market in the United States, or we are eligible for the benefitsof an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not aPFIC for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirementsare met. Because there is no income tax treaty between the United States and the BVI, clause (1) above can be satisfied only if the OrdinaryShares are readily tradable on an established securities market in the United States. You are urged to consult your tax advisors regardingthe availability of the lower rate for dividends paid with respect to our Ordinary Shares, including the effects of any change in lawafter the date of this prospectus.

Dividends will constitute foreign source incomefor foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount ofthe dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of thedividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreigntaxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributedby us with respect to our Ordinary Shares will constitute “passive category income” but could, in the case of certain U.S.Holders, constitute “general category income.”

To the extent that the amount of the distributionexceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treatedfirst as a tax-free return of your tax basis in your Ordinary Shares, and to the extent the amount of the distribution exceeds your taxbasis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income taxprinciples. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwisebe treated as a non-taxable return of capital or as capital gain under the rules described above.

Taxation of Dispositions of Ordinary Shares

Subject to the passive foreign investment companyrules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal tothe difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Ordinary Shares.The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has heldthe Ordinary Shares for more than one year, you will be eligible for reduced tax rates. The deductibility of capital losses is subjectto limitations. Any such gain or loss that you recognize will generally be treated as United States source income or loss for foreigntax credit limitation purposes.

Information Reporting and Backup Withholding

Dividend payments with respect to our OrdinaryShares and proceeds from the sale, exchange or redemption of our Ordinary Shares may be subject to information reporting to the U.S. InternalRevenue Service and possible U.S. backup withholding at a current rate of 24%. Backup withholding will not apply, however, to a U.S. Holderwho furnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service FormW-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally mustprovide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding theapplication of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amountswithheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excessamounts withheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Serviceand furnishing any required information. We do not intend to withhold taxes for individual shareholders. However, transactions effectedthrough certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such brokers orintermediaries may be required by law to withhold such taxes.

Under the Hiring Incentives to Restore EmploymentAct of 2010, certain U.S. Holders are required to report information relating to our Ordinary Shares, subject to certain exceptions (includingan exception for Ordinary Shares held in accounts maintained by certain financial institutions), by attaching a complete Internal RevenueService Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold Ordinary Shares.Failure to report the information could result in substantial penalties. You should consult your own tax advisor regarding your obligationto file Form 8938.

Passive Foreign Investment Company Rules

A foreign (i.e., non-U.S.) corporation will bea PFIC for U.S. tax purposes if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income ofany corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporationwill be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair marketvalue and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered toown at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includesdividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gainsfrom the disposition of passive assets.

Because we are a blank check company, with no currentactive business, we believe that it is likely that we will meet the PFIC asset or income test for our current taxable year ending March31, 2025. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has grossincome (the “start-up year”), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS thatit will not be a PFIC for either of the two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC foreither of those years. The applicability of the start-up exception to us will not be known until after the close of our current taxableyear ending March 31, 2025. After the acquisition of a company or assets in a business combination, we may still meet one of the PFICtests depending on the timing of the acquisition and the amount of our passive income and assets as well as the passive income and assetsof the acquired business. If the company that we acquire in a business combination is a PFIC, then we will likely not qualify for thestart-up exception and will be a PFIC for our current taxable year ending March 31, 2025. Our actual PFIC status for our current taxableyear or any future taxable year, however, will not be determinable until after the end of such taxable year. Accordingly, there can beno assurance with respect to our status as a PFIC for our current taxable year ending March 31, 2025 or any future taxable year.

If we are determined to be a PFIC for any taxableyear (or portion thereof) that is included in the holding period of a U.S. Holder of our ordinary shares and the U.S. Holder did not makeeither a timely qualified electing fund (“QEF”) election for our first taxable year as a PFIC in which the U.S. Holder held(or was deemed to hold) ordinary shares, as described below, such holder generally will be subject to special rules with respect to:

Under these rules,

In general, if we are determined to be a PFIC,a U.S. Holder may avoid the PFIC tax consequences described above in respect to our ordinary shares by making a timely QEF election (ifeligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings andprofits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in whichor with which our taxable year ends. A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributedincome inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

The QEF election is made on a shareholder-by-shareholderbasis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completedIRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the informationprovided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the electionrelates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditionsare met or with the consent of the IRS. U.S. Holders should consult their own tax advisors regarding the availability and tax consequencesof a retroactive QEF election under their particular circumstances.

In order to comply with the requirements of a QEFelection, a U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year,we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, inorder to enable the U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have timely knowledgeof our status as a PFIC in the future or of the required information to be provided.

If a U.S. Holder has made a QEF election with respectto our ordinary shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election forour first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuantto a purging election, as described above), any gain recognized on the sale of our ordinary shares generally will be taxable as capitalgain and no interest charge will be imposed under the PFIC rules. As discussed above, U.S. Holders of a QEF are currently taxed on theirpro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings andprofits that were previously included in income generally should not be taxable as a dividend to such U.S. Holders. The tax basis of aU.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed butnot taxed as dividends, under the above rules.

Although a determination as to our PFIC statuswill be made annually, an initial determination that our company is a PFIC will generally apply for subsequent years to a U.S. Holderwho held ordinary shares while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A U.S. Holderwho makes the QEF election discussed above for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold)our ordinary shares, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares.In addition, such U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of us thatends within or with a taxable year of the U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effectivefor each of our taxable years in which we are a PFIC and the U.S. Holder holds (or is deemed to hold) our ordinary shares, the PFIC rulesdiscussed above will continue to apply to such shares unless the holder makes a purging election, as described above, and pays the taxand interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period.

Alternatively, if a U.S. Holder, at the close ofits taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder may make a mark-to-market election withrespect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election for the first taxable year of theU.S. Holder in which the U.S. Holder holds (or is deemed to hold) ordinary shares in us and for which we are determined to be a PFIC,such holder generally will not be subject to the PFIC rules described above in respect to its ordinary shares. Instead, in general, theU.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its ordinary shares at the end ofits taxable year over the adjusted basis in its ordinary shares. The U.S. Holder also will be allowed to take an ordinary loss in respectof the excess, if any, of the adjusted basis of its ordinary shares over the fair market value of its ordinary shares at the end of itstaxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). TheU.S. Holder’s basis in its ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognizedon a sale or other taxable disposition of the ordinary shares will be treated as ordinary income.

If we are a PFIC and, at any time, have a foreignsubsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC,and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or disposeof all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an interest in thelower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder the information that may be required to makeor maintain a QEF election with respect to the lower-tier PFIC. However, there is no assurance that we will have timely knowledge of thestatus of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there canbe no assurance we will be able to cause the lower-tier PFIC to provide the required information. U.S. Holders are urged to consult theirown tax advisors regarding the tax issues raised by lower-tier PFICs.

The rules dealing with PFICs and with the QEF andmark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S.Holders of our ordinary shares should consult their own tax advisors concerning the application of the PFIC rules to our ordinary sharesunder their particular circumstances.

LEGAL MATTERS

The Company is being represented by Robert Brantl,Esq., Tuckahoe, New York, with respect to legal matters relating to United States federal securities law.

The validity of the Ordinary Shares offered bythis prospectus and legal matters as to British Virgin Islands law will be passed upon for us by Ogier.

EXPERTS

The consolidated financial statements of the Companyas of March 31, 2024 included in this prospectus have been included in reliance on the report of Qi CPA PLLC, an independent registeredpublic accounting firm, given on the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We filed with the Securities and Exchange Commissiona registration statement on Form F-1 under the Securities Act with respect to the Ordinary Shares in this offering. This prospectus, whichis part of the registration statement, does not contain all of the information in the registration statement and the exhibits that werefiled with the registration statement. For further information with respect to us and our Ordinary Shares, we refer you to the registrationstatement and the exhibits and schedule that were filed with the registration statement. Statements contained in this prospectus aboutthe contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete,and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement.

You can read our registration statement and theexhibits and schedules that were filed with the registration statement, as well as any other filings we make with the Securities and ExchangeCommission in the future, at the SEC’s website at http://www.sec.gov. You may also read and copy any of the documents that we filewithout charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street, N.E. Washington, DC20549. Copies of all or any part of the registration statement may be obtained from the Securities and Exchange Commission upon paymentof the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities andExchange Commission at 1-800-SEC-0330.

TYRONE INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Period from September 22, 2023 (Inception) through March 31,2024:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

Report of IndependentRegistered Public Accounting Firm

To the Board of Directorsand Stockholders

of Tyrone Inc.

Opinion on the FinancialStatements

We have audited the accompanyingbalance sheets of Tyrone Inc. (the “Company”) as of March 31, 2024 and the related statements of operations, stockholders’deficiency, and cash flows for the period from September 22, 2023 (Inception) to March 31, 2024, and the related notes (collectively referredto as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, thefinancial position of Tyrone Inc. as of March 31, 2024 and the results of its operations and cash flows for flows for the period fromSeptember 22, 2023 (Inception) to March 31, 2024 in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statementsare the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financialstatements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities lawsand the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditin accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required tohave, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are requiredto obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performingprocedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing proceduresthat respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in thefinancial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management,as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis forour opinion.

Going Concern Uncertainty

The accompanying financialstatements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 tothe financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as agoing concern. Management’s plans in regard to this matter are also described in Note 1. The financial statements do not includeany adjustments that might result from the outcome of this uncertainty.

Critical Audit Matters

Critical audit mattersare matters arising from the current period audit of the financial statements that were communicated or required to be communicated tothe audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved ourespecially challenging, subjective, or complex judgements. We determined that there were no critical audit matters. 

Valley Stream, New York

July 18, 2024

We have served as theCompany’s auditor since 2024.

PCAOB ID: 6631

Tyrone Inc.

Balance Sheet

The accompanying notes are an integral part of these financial statements.

Tyrone Inc.

Statement of Operations

The accompanying notes are an integral part of these financial statements.

Tyrone Inc.

Statement of Changes in Stockholders’ (Deficit)

For the Periodfrom September 22, 2023 (Inception) to March 31, 2024

The accompanying notes are an integral part of these financial statements.

Tyrone Inc.

Statement of Cash Flows

The accompanying notes are an integral part of these financial statements.

Tyrone Inc.

Notes to Financial Statements

For the Period from September 22, 2023(Inception) through March 31, 2024

Note 1 – Organization and Descriptionof Business

Tyrone Inc. (the “Company”) was incorporatedin the British Virgin Islands as a BVI Business Company on September 22, 2023. The Company was incorporated for the purpose of effectinga merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses(“Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, norhas anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respectto an initial Business Combination with the Company.

The Company has selected March 31 as its fiscalyear end. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from September 22, 2023 (inception)through March 31, 2024 relates to the Company’s formation and the proposed initial public offering described below. The Companywill not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Companywill generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering (as definedbelow). Our two founders have committed to making capital contributions to the Company of up to $600,000 in aggregate for working capitalrequired prior to the initial Business Combination. Any such capital contributions would be applied immediately to expenses or would beplaced in an operating account for working capital purposes.

The Company’s ability to commence operations is contingentupon obtaining adequate financial resources through a proposed public offering for a maximum of 1,500,000 ordinary shares and a minimumof 250,000 ordinary shares, which is discussed in Note 3 (the “Proposed Public Offering”). The gross proceeds of the ProposedPublic Offering (a minimum of $1,000,000 and a maximum of $6,000,000) will be place in a trust account, which will only be invested in(a) an obligation that constitutes a “deposit”, as that term is definedin section 3(l) of the Federal Deposit Insurance Act; (b) securities of any open-end investment company registered under the InvestmentCompany Act of 1940 that holds itself out as a money market fund meeting the conditions of paragraphs (c)(2), (c)(4) of Rule 2a-7 underthe Investment Company Act; or (c) securities that are direct obligations of, or guaranteed as to principal or interest by, the UnitedStates.

Except with respect to interest earned on thefunds held in the trust account that may be released to the Company to pay its taxes, the proceeds from the Proposed Public Offering willnot be released from the trust account until the earliest of (i) the completion of the initial Business Combination, and (ii) the redemptionof the public shares if the Company is unable to complete the initial Business Combination within Combination Period, subject to applicablelaw. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which couldhave priority over the claims of its public shareholders.

The Company must complete one or more initialBusiness Combinations having an aggregate fair market value of at least 80% of the net assets held in the trust account (as defined below)(excluding the taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connectionwith the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combinationcompany in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the targetor is otherwise not required to register as an investment company under the U.S. Investment Company Act of 1940. There is no assurancethat the Company will be able to complete a Business Combination successfully.

The Company will provide its public shareholderswith the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds heldin the trust account, divided by the number of then outstanding public shares. The amount in the Trust Account is initially anticipatedto be $4.00 per public share.

The ordinary shares subject to redemption willbe recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordancewith Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480“Distinguishing Liabilities from Equity.”

Tyrone Inc.

Notes to Financial Statements

For the Period from September 22, 2023(Inception) through March 31, 2024

The Company will have 18 months from the effectivedate of its registration statement on Form F-1 to consummate the initial Business Combination. If the Company is unable to complete theinitial Business Combination within such Combination Period, the Company will as promptly as reasonably possible but not more than fivebusiness days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonablypossible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate,subject in each case to our obligations under British Virgin Islands law to provide for claims of creditors and the requirements of otherapplicable law.

Going Concern Consideration

In connection with the Company’s assessmentof going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability toContinue as a Going Concern”, the Company does not have sufficient liquidity to meet its current obligations. As of March 31, 2024,the Company had cash of $1,000 and working capital deficit of 6,000. For the period from September 22, 2023 (inception) through March31, 2024, the Company had net loss of $14,893.

The Company’s financial statements asof March 31, 2024 has been prepared using generally accepted accounting principles in the United States of America applicable to a goingconcern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Management hasdetermined that the Company has access to funds from the founders and its affiliates that are sufficient to fund the working capital needsof the Company until the earlier of the consummation of the Proposed Offering or a minimum one year from the date of issuance of thesefinancial statements. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.There is no assurance that management’s plan will be successful. The financial statements do not include any adjustments relatingto the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessaryin the event that the Company cannot continue as a going concern.

Note 2 – Summary of Significant AccountingPolicies

Basis of Presentation

The accompanying financial statements and notesare presented in accordance with accounting principles generally accepted in the United States of America (the U.S. GAAP) and are presentedin U.S. dollars. These financial statements include all adjustments that, in the opinion of management, are necessary in order to makethe financial statements not misleading.

Emerging Growth Company Status 

We are an “emerging growth company,”as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and we are eligible to take advantage of certain exemptionsfrom various reporting and financial disclosure requirements that are applicable to other public companies that are not emerging growthcompanies, including, but not limited to, (1) presenting only two years of audited financial statements and only two years of relatedmanagement’s discussion and analysis of financial condition and results of operations in this prospectus, (2) not being requiredto comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, (3) reduced disclosure obligationsregarding executive compensation in our periodic reports and proxy statements, and (4) exemptions from the requirements of holding a non-bindingadvisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend totake advantage of these exemptions. As a result, investors may find investing in our ordinary shares less attractive.

In addition, Section 107 of the JOBS Act alsoprovides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the SecuritiesAct of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. As a result, an emerginggrowth company can delay the adoption of certain accounting standards until those standards would apply to private companies.

We could remain an emerging growth company forup to five years, or until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion,(2) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occurif the market value of our Ordinary Shares that are held by non-affiliates exceeds $700 million as of the last business day of our mostrecently completed second fiscal quarter and we have been publicly reporting for at least 12 months, or (3) the date on which we haveissued more than $1 billion in non-convertible debt during the preceding three-year period.

Tyrone Inc.

Notes to Financial Statements

For the Period from September 22, 2023(Inception) through March 31, 2024

Use of Estimates

The preparation of financial statements in conformitywith accounting principles generally accepted in the United States of America requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financialstatements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period.Actual results could differ from these good faith estimates and judgments.

Cash and Cash Equivalents

The Company considers all short-term investmentswith an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,000 cash on hand as of March31, 2024. The Company does not currently have a bank account.

Deferred offering costs

The Company complies with the requirements ofthe ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”.Deferred offering costs consist principally of professional and registration fees incurred through the balance sheet date that are relatedto the public offering and that are deferred and will be charged to shareholders’ equity upon the completion of the public offering.If the offering is not completed, these costs will be expensed.

Concentrationof Credit Risk

Financialinstruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. Any loss incurred or a lack of access to suchfunds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Income Taxes

Income taxes are determined in accordance withthe provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilitiesare recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existingassets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax ratesexpected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effecton deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for howcompanies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected tobe taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likelythan not the position will be sustained upon examination by the tax authorities. The Company’s management determined that the BritishVirgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognizedtax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penaltiesas of March 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accrualsor material deviation from its position.

The Company may be subject to potential examinationby foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amountof deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.

The Company is considered to be an a BVI BusinessCompany, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that thetotal amount of unrecognized tax benefits will materially change over the next twelve months.

Tyrone Inc.

Notes to Financial Statements

For the Period from September 22, 2023(Inception) through March 31, 2024

Earnings (Loss) Per Share

The Company computes basic and diluted earnings(loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividingnet income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) pershare reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised orequity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

The Company does not have any potentially dilutiveinstruments as of March 31, 2024 and, thus, anti-dilution issues are not applicable.

Fair Value of Financial Instruments

The Company’s balance sheet includes certainfinancial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relativelyshort period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures,defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principalor most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based onmarket data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participantassumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consistsof three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities(Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Fair value estimates discussed herein are basedupon certain market assumptions and pertinent information available to management as of March 31, 2024. The respective carrying valueof certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. Thesefinancial instruments include accrued expenses.

Recently Issued Accounting Pronouncements

Management has considered all recent accountingpronouncements issued and their potential effect on the financial statements. The Company’s management believes that these recent pronouncementswill not have a material effect on the Company’s financial statements.

Tyrone Inc.

Notes to Financial Statements

For the Period from September 22, 2023(Inception) through March 31, 2024

Note 3 – Proposed Public Offering

Pursuant to the Proposed Public Offering, theCompany intends to offer for sale a minimum of 250,000 and a maximum of 1,500,000 ordinary shares at a price of $4.00 per share (the “PublicShare”).

Note 4 – Related Party Transactions

Founder Shares

On September 22, 2023, the founders paid $1,000,or $0.0001 per share in cash, for 10,000,000 founder ordinary shares, par value $0.0001. The founders have agreed not participate in anyredemption distribution with respect to their founder shares, until all of the claims of any redeeming shareholders and creditors arefully satisfied (and then only from funds held outside the trust account).

Capital Contributions

Duringthe periodfrom September 22, 2023 (Inception) through March 31, 2024, the founders of the Company made capital contributions totalling$5,868 bypaying operating expenses in that amount on behalf of the Company.

Note 5 – Commitments and Contingencies

The Company follows ASC 450-20, Loss Contingencies,to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penaltiesand other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonablyestimated. There were no commitments or contingencies as of March 31, 2024.

Note 6 – Shareholder Equity

Ordinary shares

The authorized shares of the Company consist of50,000,000 ordinary shares with a par value of $0.0001. Holders are entitled to one vote for each ordinary share. There were 10,000,000ordinary shares issued and outstanding as of March 31, 2024.

Note 7 – Subsequent Events

The Company evaluated subsequent events and transactionsthat occurred after the balance sheet date up to July 17, 2024, the date that the financial statements were issued. Based on this review,the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Until _____________________, 2024, all dealers that effecttransactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. 

Ordinary Shares

Tyrone Inc. 

P R O S P E C T U S

________________, 2024

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers

British Virgin Islands law does not limit theextent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, exceptto the extent any such provision may be held by the British Virgin Islands Court to be contrary to public policy, such as to provide indemnificationagainst civil fraud or the consequences of committing a crime. Our memorandum and articles of association provide that, subject to certainlimitations, the company shall indemnify its directors and officers against all expenses, including legal fees, and against all judgments,fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings. Suchindemnity only applies if the person acted honestly and in good faith with a view to the best interests of the company and, in the caseof criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful.

Insofar as indemnification for liabilities arisingunder the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we havebeen informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is thereforeunenforceable.

Recent Sales of Unregistered Securities

The following sets forth information regardingall unregistered sales of our securities since our inception on September 22, 2023. All of these sales were exempt from registration underthe Securities Act by reason of Section 4(2) of the Securities Act, as transactions by an issuer not involving a public offering, or wereexempt from registration pursuant to Regulation S. The recipient of securities in each of these transactions represented his or her intentionto acquire the securities for investment only and not with a view to or for sale in connection with any distribution of the securities,and appropriate legends were affixed to the share certificates issued in such transactions and there were no investors who are citizensor residents of the United States. The investors were provided adequate information concerning the Company, and the investment was determinedto be suitable. In all cases, there was no public solicitation. The issuances of the securities described below were effected withoutthe involvement of underwriters.

Exhibits and Financial Statement Schedules

The Index to Exhibits following the Signaturesis incorporated herein by reference:

Undertakings

The undersigned Registrant hereby undertakes:

(a)(1) To file, during any period in which offersor sales of securities are being made, a post-effective amendment to this registration statement to:

(2) That, for the purpose of determining any liabilityunder the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to thesecurities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of apost-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to theregistration statement to include any financial statements required by Item 8.A of Form 20-F (§249.220f of this chapter) at the startof any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3)of the Act (15 U.S.C. 77j(A)(3) need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effectiveamendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other informationin the prospectus is at least as current as the date of those financial statements.

Insofar as indemnification for liabilities arising under the SecuritiesAct of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to theprovisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressedin the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, otherthan the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defenseof any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securitiesbeing registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a courtof appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, andwe will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the SecuritiesAct of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormF-1 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in ZhengzhouTown, Henan Province, People’s Republic of China on the 18^th day of July, 2024.

Pursuant to the requirements of the SecuritiesAct of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the date indicated.

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVEOF THE REGISTRANT

Pursuant to the SecuritiesAct of 1933, the undersigned, the duly authorized representative in the United States of Tyrone Inc., has signed this Registration Statementor amendment thereto in the City of Tuckahoe, State of New York, on July 18, 2024.

INDEX TO EXHIBITS